No Survival of Representations. None of the representations and warranties included or provided for herein shall survive consummation of the transactions contemplated hereby.
No Survival of Representations. Other than Sections 1(f), 3(d), 7(b) and 7(f), none of the representations, warranties or covenants in this Agreement shall survive the Exchange Date.
No Survival of Representations. Except as otherwise expressly ------------------------------ provided herein, all representations, warranties and covenants other parties contained in this Agreement will remain operative and in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement, only until the Effective Time or any earlier termination of this Agreement in accordance with Section 9 above, whereupon such representations, warranties and covenants will expire (except for covenants and other provisions hereof that by their express terms survive for a longer period).
No Survival of Representations. The representations and warranties of the Company, Parent, and Merger Sub contained in this Agreement shall terminate at the Effective Time.
No Survival of Representations. The representations, warranties, covenants and agreements made by the parties hereto in this Agreement shall terminate on, and shall have no further force or effect after, the Effective Time, except for those covenants and agreements contained herein which by their terms apply in whole or in part after the Effective Time (including, without limitation, Sections 4.2(a) and 4.2(b), and the officers and directors referred to therein are and shall continue to be third party beneficiaries thereof). In the event of a breach of any of such covenants or agreements, the party to whom such covenants or agreements have been made shall have all rights and remedies for such breach available to it under applicable law and the provisions of this Agreement, regardless of any disclosure to, or investigation made by or on behalf of, such party.
No Survival of Representations. The representations, warranties and covenants made by FBLB and Heartland in this Agreement or in any instrument delivered pursuant to this Agreement will terminate on, and will have no further force or effect after, the first to occur of (a) the Effective Time or (b) the date on which this Agreement is terminated as set forth herein, except for those covenants contained herein or therein which by their terms apply in whole or in part after the Effective Time or survive the termination of this Agreement.
No Survival of Representations. Only those agreements and covenants of the parties that are by their terms applicable in whole or in part after the Effective Time, including Section 5.12 and Section 5.13 of this Agreement, shall survive the Effective Time. All other representations, warranties, agreements and covenants shall be deemed to be conditions of the Agreement and shall not survive the Effective Time.
No Survival of Representations. Except as otherwise expressly provided herein, all representations, warranties and covenants other parties contained in this Agreement will remain operative and in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement, only until the Effective Time or any earlier termination of this Agreement in accordance with Section 9 above, whereupon such representations, warranties and covenants will expire (except for covenants and other provisions hereof that by their express terms survive for a longer period). 11. Indemnification 11.1 Indemnification by SSI and STI. SSI and STI agree, notwithstanding any provision of Section 1.4 hereof to the contrary, to indemnify Newco and VERITAS against, and to hold Newco and VERITAS harmless from, all Loss arising out of any of the following (even if included in the Assumed Liabilities as otherwise being or allegedly being a Liability of one of the Contributed Companies or of the Contributed Subsidiaries): (a) all Liabilities to Minority Holders or Optionees arising out of the repurchase, sale or exchange of SSI capital stock or options in connection with the Seagate Transaction (other than a Newco Liability for failure to perform its obligations under Section 1.3(a)(ii) or the Newco Options issued pursuant thereto) or that arise from rights granted by SSI or STI to any Employees to require SSI or STI to repurchase shares of SSI capital stock upon termination of employment; (b) any of the Excluded Liabilities, except as may be provided in Section 13; (c) any demand, claim, debt, suit, cause of action, arbitration, investigation or other proceeding made or asserted by any Contributing Company or any stockholder, creditor, or Affiliate of any Contributing Company or by any receiver or trustee in bankruptcy of any Contributing Company of the property or assets of any Contributing Company, asserting that the transfer of the Contributed Stock and Assets to Newco hereunder constitutes a fraudulent conveyance, fraudulent transfer or a preference under any applicable foreign, state or federal law, including but not limited to the United States Bankruptcy Code, or any breach by any Contributing Company of its representations and A-68 70 covenants in Section 1.4(e) hereof (the Heading of which is "No Fraudulent Conveyance") or any Liabilities related to non-compliance with bulk transfer laws in connection with the Seagate Transaction; (d) IMG; (e) any material Liability omitted from...
No Survival of Representations. The representations, warranties and covenants made by Stewardship and Columbia in this Agreement or in any instrument delivered pursuant to this Agreement shall expire and be terminated and extinguished on, and will have no further force or effect after, the first to occur of (a) the Effective Time or (b) the date on which this Agreement is terminated as set forth herein, except for those covenants contained herein or therein which by their terms apply in whole or in part after the Effective Time or survive the termination of this Agreement.
No Survival of Representations. The representations and warranties in the Transaction Agreements shall terminate on the Closing Date, and no party hereto shall have liability therefor at any time on or after the Closing Date.
