Effect of Representations and Warranties. The representations and ---------------------------------------- warranties contained in this Agreement or in any List shall terminate immediately after the Effective Time of the Merger.
Effect of Representations and Warranties. It is understood that if the representations and warranties under this Article 12 are not true and accurate and a party incurs liabilities, costs or other expenses as a result of such falsity, the party at fault shall indemnify, defend and hold the injured party harmless from and against any such liabilities, costs or expenses incurred, provided that the party at fault receives prompt notice of any claim against the injured party resulting from or related to such falsity and the sole right to control the defense or settlement thereof.
Effect of Representations and Warranties. It is understood that if the representations and warranties under this Article 8 are not true and accurate and GenVec or Fuso incurs liabilities, costs or other expenses as a result of such falsity, GenVec or Fuso, as the case may be, shall indemnify, defend and hold the other party harmless from and against any such liabilities, costs or expenses incurred, provided that the indemnifying party receives prompt notice of any claim against GenVec or Fuso, as the case maybe, resulting from or related to such falsity, the cooperation of the indemnified party, as requested in connection with any such claim, and the sole right to control the defense or settlement thereof.
Effect of Representations and Warranties. It is understood that if the representations and warranties made by a Party under this Article 10 are not true and accurate, and the other Party incurs damages, liabilities, costs or other expenses as a result, the Party making such representations and warranties shall indemnify and hold the other Party harmless from and against any such damages, liabilities, costs or other expenses incurred as a result.
Effect of Representations and Warranties. The representations and warranties contained in this Agreement shall terminate immediately after the Effective Time of the Merger.
Effect of Representations and Warranties. Each representation and warranty in this Article 7: (a) is material and being relied on by the party to which the representation and warranty is made; (b) is true in all respects as of the Effective Date; (c) must be true in all respects on the Closing Date; and (d) will survive the Closing, except as otherwise provided in this Agreement.
Effect of Representations and Warranties. The foregoing representations of the parties hereto set forth in this Section are true, and the foregoing warranties and covenants are in full force and effect and binding on same, as of the date hereof, and shall be in full force and effect and deemed to have been automatically reaffirmed and restated by the parties hereto in their entirety as of the date and time of Closing.
Effect of Representations and Warranties. It is understood that if the representations and warranties of a party under this Article 7 are not true and accurate and the other party incurs any suits, claims, actions, demands, damages, liabilities, expenses or losses (including court costs and reasonable attorneys' and experts' fees, but excluding costs and fees incurred in asserting a claim or bringing a lawsuit between the parties hereto) as a direct result of such falsity or inaccuracy, the party at fault shall save, defend and hold the other party harmless from and against any such suits, claims, actions, demands, damages, liabilities, expenses or losses.
Effect of Representations and Warranties. It is understood that if the representations and warranties under this Section are not true and accurate and BN or Crucell incurs liabilities, costs or other expenses as a result of such falsity, BN or Crucell, as the case may be, shall indemnify, defend and hold the other Party harmless from and against any such liabilities, costs or expenses incurred, provided that the indemnifying Party receives Notice without undue delay of any Claim against BN or Crucell, as the case maybe, resulting from or related to such falsity, the cooperation of the indemnified Party, as requested in connection with any such Claim, and the sole right to control the defense or settlement thereof
Effect of Representations and Warranties. It is understood that if the representations and warranties made by a party under this Article 7 are not true and accurate, and the other party incurs damages, liabilities, costs or other expenses as a result, the party making such representations and warranties shall indemnify and hold the other party harmless from and against any such damages, liabilities, costs or other expenses incurred as a result.
