No Survival of Representations and Warranties. None of the representations or warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies in whole or in part after the Effective Time.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Akorn Inc), Agreement and Plan of Merger (Fresenius SE & Co. KGaA), Agreement and Plan of Merger (Fresh Market, Inc.)
No Survival of Representations and Warranties. None of the representations or representations, warranties covenants and agreements in this Agreement Agreement, or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement Agreement, shall survive the Effective TimeTime or, except as provided in Section 9.2, the termination of this Agreement pursuant to Section 9.1, as the case may be. This Section 8.01 10.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (IAC/InterActiveCorp), Agreement and Plan of Merger (Nexstar Media Group, Inc.), Agreement and Plan of Merger (Tribune Media Co)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 11.01 shall not limit Section 10.02, Section 10.03 or any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Mavenir Systems Inc), Agreement and Plan of Merger (GameStop Corp.), Agreement and Plan of Merger (Geeknet, Inc)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement of the parties that by its terms applies contemplates performance in whole or in part after the Effective Time. The Confidentiality Agreement shall (a) survive termination of this Agreement in accordance with its terms and (b) terminate as of the Effective Time.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Encore Capital Group Inc), Agreement and Plan of Merger (Asset Acceptance Capital Corp), Agreement and Plan of Merger (Horizon Lines, Inc.)
No Survival of Representations and Warranties. None of the representations and warranties contained in this Agreement, or warranties contained in any certificate, schedule or document delivered pursuant to this Agreement or in any document or instrument delivered pursuant to or in connection with any of the transactions contemplated by this Agreement Agreement, shall survive the Effective Time. This Section 8.01 7.3 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies is to be performed in whole or in part after the Effective Time.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (RigNet, Inc.), Agreement and Plan of Merger (Advanced Micro Devices Inc)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 10.01 shall not limit Section 9.02, Section 9.03 or any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Pointer Telocation LTD), Agreement and Plan of Merger (Id Systems Inc), Agreement and Plan of Merger (Polycom Inc)
No Survival of Representations and Warranties. None of the representations or and warranties and, subject to the following sentence, covenants and agreements, in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties hereto which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (L3harris Technologies, Inc. /De/)
No Survival of Representations and Warranties. None of the representations and warranties contained in this Agreement, or warranties contained in any certificate, schedule or document delivered pursuant to this Agreement or in any document or instrument delivered pursuant to or in connection with any of the transactions contemplated by this Agreement Agreement, shall survive the Effective Time. This Section 8.01 7.4 shall not limit any covenant or agreement contained in this Agreement to the extent that such covenant or in any document or instrument delivered pursuant to or in connection with this Agreement that agreement by its terms applies in whole or in part is to be performed after the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (DISH Network CORP), Agreement and Plan of Merger (EchoStar CORP), Agreement and Plan of Merger (EchoStar CORP)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 11.1 shall not limit Section 10.2, Section 10.3 or any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (ProFrac Holding Corp.), Agreement and Plan of Merger (U.S. Well Services, Inc.), Agreement and Plan of Merger (U.S. Well Services, Inc.)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (RealD Inc.), Agreement and Plan of Merger (Investors Heritage Capital Corp)
No Survival of Representations and Warranties. None of the representations representations, warranties, covenants or warranties agreements in this Agreement Agreement, or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement Agreement, shall survive the Effective TimeTime or, except as provided in Section 9.2, the termination of this Agreement pursuant to Section 9.1, as the case may be. This Section 8.01 10.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Domtar CORP), Agreement and Plan of Merger (Resolute Forest Products Inc.), Agreement and Plan of Merger (Domtar CORP)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit the survival of any covenant or agreement contained of the Parties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hillenbrand, Inc.), Agreement and Plan of Merger (K Tron International Inc), Agreement and Plan of Merger (K Tron International Inc)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement of the parties that by its terms applies contemplates performance in whole or in part after the Effective Time. The Confidentiality Agreement shall (i) survive termination of this Agreement in accordance with its terms and (ii) terminate as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
No Survival of Representations and Warranties. None of the representations or representations, warranties covenants and agreements in this Agreement Agreement, or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement Agreement, shall survive the Effective TimeTime or, except as provided in Section 10.2, the termination of this Agreement pursuant to Section 10.1, as the case may be. This Section 8.01 11.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Time Inc.), Agreement and Plan of Merger (Meredith Corp)
No Survival of Representations and Warranties. None of the representations representations, warranties, covenants and agreements contained in this Agreement, or warranties contained in any certificate, schedule or document delivered pursuant to this Agreement or in any document or instrument delivered pursuant to or in connection with any of the transactions contemplated by this Agreement Agreement, shall survive the First Effective Time. This ; provided, that this Section 8.01 7.3 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies is to be performed in whole or in part after the First Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Drilling Tools International Corp), Agreement and Plan of Merger (Superior Drilling Products, Inc.)
No Survival of Representations and Warranties. None of the representations or warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive from and after the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies in whole or in part after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.), Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
No Survival of Representations and Warranties. None of the representations or representations, warranties covenants and agreements in this Agreement Agreement, or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement Agreement, shall survive the Effective TimeTime or, except as provided in Section 9.05, the termination of this Agreement pursuant to Article 9, as the case may be. This Section 8.01 10.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 2 contracts
Samples: Transaction Agreement (SAILFISH ENERGY HOLDINGS Corp), Transaction Agreement (Stone Energy Corp)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 10.2 shall not limit any covenant or agreement contained in this Agreement or in of any document or instrument delivered pursuant to or in connection with this Agreement of the parties that by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Makemusic, Inc.)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 11.01 shall not limit Section 10.02, Section 10.03 or any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement of the Parties that by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Furmanite Corp), Agreement and Plan of Merger (Team Inc)
No Survival of Representations and Warranties. None of the representations or warranties representations, warranties, covenants and agreements in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies in whole or in part after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (Momentive Performance Materials Inc.)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 9.2 shall not limit any covenant or agreement contained in this Agreement or in of any document or instrument delivered pursuant to or in connection with this Agreement of the parties hereto that by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Agreement and Plan of Merger (Buca Inc /Mn)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the First Effective Time. This Section 8.01 11.01 shall not limit Section 10.02, Section 10.03 or any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the First Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (Abbott Laboratories)
No Survival of Representations and Warranties. None of the representations or warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies in whole or in part after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steinhoff International Holdings N.V.), Agreement and Plan of Merger (Mattress Firm Holding Corp.)
No Survival of Representations and Warranties. None of the representations and warranties contained in this Agreement, or warranties contained in any certificate, schedule or document delivered pursuant to this Agreement or in any document or instrument delivered pursuant to or in connection with any of the transactions contemplated by this Agreement Agreement, shall survive the First Effective Time. This Section 8.01 7.3 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies is to be performed in whole or in part after the First Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metromile, Inc.), Agreement and Plan of Merger (Lemonade, Inc.)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement of the parties that by its terms applies in whole or in part contemplates performance after the Effective Time. Each of the Confidentiality Agreement and the Guarantee shall (i) survive termination of this Agreement in accordance with its terms and (ii) terminate as of the Effective Time.
Appears in 1 contract
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 1 contract
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any instrument or document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 9.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 1 contract
Samples: Business Combination Agreement (In Focus Systems Inc)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.2 shall not limit the survival of any covenant or agreement contained of the parties in this the Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 1 contract
No Survival of Representations and Warranties. None of the representations or warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies contemplates performance in whole or in part after the Effective Time.
Appears in 1 contract
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective TimeTime or the termination of this Agreement. This Section 8.01 9.1 shall not limit the survival of any covenant or agreement contained of the Parties in this the Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that which by its terms applies in whole or in part contemplates performance after the Effective Time, nor affect the rights and obligations of any party to any Restructuring Agreement under such Restructuring Agreement.
Appears in 1 contract
No Survival of Representations and Warranties. None of the representations representations, warranties, covenants and agreements contained in this Agreement, or warranties contained in any certificate, schedule or document delivered pursuant to this Agreement or in any document or instrument delivered pursuant to or in connection with any of the transactions contemplated by this Agreement Agreement, shall survive the First Effective Time. This , except that this Section 8.01 7.3 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies is to be performed in whole or in part after the First Effective Time.
Appears in 1 contract
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 9.14 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties which by its terms applies in whole or in part contemplates performance after the Effective TimeTime or following termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Community Banks Inc)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement of the parties that by its terms applies contemplates performance in whole or in part after the Effective Time. The Confidentiality Agreement shall survive termination of this Agreement in accordance with its terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Talen Energy Supply, LLC)
No Survival of Representations and Warranties. None of the representations or and warranties contained in this Agreement or in any document or instrument delivered pursuant to or in connection with under this Agreement shall survive the Effective Time. This Section 8.01 8.3 shall not limit any covenant or agreement contained in of the parties to this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that which, by its terms applies in whole or in part terms, contemplates performance after the Effective Time, which, in each case, shall survive in accordance with its terms and conditions, including those contained in Section 5.4 and Section 5.5.
Appears in 1 contract
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 11.01 shall not limit limitSection 10.02, Section 10.03 or any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Resource Capital Corp.)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This ; provided that this Section 8.01 9.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies contemplates performance in whole or in part after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Volt Information Sciences, Inc.)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any instrument or document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 12.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties which by its terms applies in whole or in part contemplate performance after the Effective Time.
Appears in 1 contract
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Acceptance Time. This Section 8.01 9.02 shall not limit the survival of any covenant or agreement contained of the parties hereto in this the Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that which by its terms applies in whole or in part contemplates performance after the Effective Acceptance Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc)
No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document certificate or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties hereto which by its express terms applies contemplates performance, in whole or in part part, after the Effective Time. The Confidentiality Agreement shall (i) survive termination of this Agreement in accordance with its terms and (ii) terminate as of the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biosource International Inc)
