No Survival. Representations and warranties of the Company and the Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Purchaser pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Company and the Purchaser and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Company or the Purchaser or their respective Representatives with respect thereto. The covenants and agreements made by the Company and the Purchaser in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Lakeshore Acquisition II Corp.), Agreement and Plan of Merger (Data Knights Acquisition Corp.), Agreement and Plan of Merger (Arogo Capital Acquisition Corp.)
No Survival. Representations and warranties of the Target Company and the Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Target Company or the Purchaser pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Target Company and the Purchaser and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Target Company or the Purchaser or their respective Representatives with respect thereto. The covenants and agreements made by the Target Company and the Purchaser in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).
Appears in 3 contracts
Samples: Business Combination Agreement and Plan of Merger (Zalatoris II Acquisition Corp), Business Combination Agreement and Plan of Merger (DUET Acquisition Corp.), Business Combination Agreement and Plan of Merger (Zalatoris Acquisition Corp.)
No Survival. Representations The representations and warranties of the Company and the Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Purchaser pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Company and the Purchaser and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Company or the Purchaser or their respective Representatives with respect thereto. The covenants and agreements made by the Company and the Purchaser in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pono Capital Two, Inc.), Agreement and Plan of Merger (Pono Capital Two, Inc.), Agreement and Plan of Merger (AMCI Acquisition Corp.)
No Survival. Representations The representations and warranties of the Company and the Purchaser Parties contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company Company, GX or the Purchaser Merger Sub pursuant to this Agreement shall will not survive the Closing, and from and after the Closing, the Company, the Second Merger Surviving Company and the Purchaser and their respective Representatives shall will not have any further obligations, nor shall will any claim be asserted or action be brought against the Company, the Second Merger Surviving Company or the Purchaser or their respective Representatives with respect thereto. The covenants and agreements made by of the Company and the Purchaser Parties in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreementscovenants, shall will not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall will survive the Closing and continue until fully performed in accordance with their terms).
Appears in 2 contracts
Samples: Registration Rights Agreement (GX Acquisition Corp. II), Business Combination Agreement (Niocorp Developments LTD)
No Survival. Representations and warranties of the Company Warrantors and the Purchaser SPAC contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Purchaser SPAC pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Company and the Purchaser SPAC and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Company or the Purchaser SPAC or their respective Representatives with respect thereto. The covenants and agreements made by the Company and the Purchaser SPAC in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plutonian Acquisition Corp.), Agreement and Plan of Merger (Aquaron Acquisition Corp.)
No Survival. Representations and warranties of the Company and the Purchaser SPAC contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Purchaser SPAC pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Company and the Purchaser SPAC and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Company or the Purchaser SPAC or their respective Representatives with respect thereto. The covenants and agreements made by the Company and the Purchaser SPAC in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).
Appears in 1 contract
Samples: Business Combination Agreement (Pono Capital Three, Inc.)
