Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 24 contracts
Samples: Agreement and Plan of Merger (Anchiano Therapeutics Ltd.), Agreement and Plan of Merger (Sesen Bio, Inc.), Agreement and Plan of Merger and Reorganization (Gemphire Therapeutics Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article VIII shall survive the Effective Time.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Visa Inc.), Agreement and Plan of Merger (Sun Microsystems, Inc.), Agreement and Plan of Reorganization
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article IX shall survive the Effective Time.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Advanced Digital Information Corp), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Harmonic Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub Subs contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the First Effective Time, and only the covenants that by their terms survive the First Effective Time and this Section 10 8 shall survive the First Effective Time.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Baudax Bio, Inc.), Agreement and Plan of Merger (Miragen Therapeutics, Inc.), Agreement and Plan of Merger (Spyre Therapeutics, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only ; provided that the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 8 contracts
Samples: Agreement and Plan of Merger and Reorganization (Graybug Vision, Inc.), Agreement and Plan of Merger and Reorganization (Silverback Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Silverback Therapeutics, Inc.)
Non-Survival of Representations and Warranties. The representations representations, warranties and warranties covenants of the Company, Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only except that the covenants that by their terms survive the Effective Time and this Section 10 Article IX shall survive the Effective Time.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Merger (Pacific Ethanol, Inc.), Agreement and Plan of Merger (Kintera Inc)
Non-Survival of Representations and Warranties. The representations representations, warranties and warranties pre-closing covenants of the Company, Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered pursuant to this Agreement hereto shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (HMT Technology Corp)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered pursuant to this Agreement Article VI shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Go2net Inc), Agreement and Plan (Telcom Semiconductor Inc), Agreement and Plan of Reorganization (PMC Sierra Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement and the other agreements, certificates and documents contemplated hereby shall terminate at and be of no further force or effect at, and as of, the Effective Time, and only the covenants and agreements of the Company in this Agreement and the other agreements, certificates and documents contemplated hereby that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tippingpoint Technologies Inc), Agreement and Plan of Merger (3com Corp), Agreement and Plan of Merger (Oplink Communications Inc)
Non-Survival of Representations and Warranties. The representations representations, warranties and warranties covenants of the Company, Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only except that the covenants that by their terms survive the Effective Time and this Section 10 Article VIII shall survive the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub Subs contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective TimeTime of the First Merger, and only the covenants that by their terms survive the Effective Time of the First Merger and this Section 10 Article VIII shall survive the Effective TimeTime of the First Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Sonic Solutions/Ca/)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants or agreements that by their terms survive the Effective Time and this Section 10 Article VIII shall survive the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Water Pik Technologies Inc), Agreement and Plan of Merger (Probusiness Services Inc), Agreement and Plan of Merger (Automatic Data Processing Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and the provisions of this Section 10 Article VIII shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solectron Corp), Agreement and Plan of Merger (Flextronics International Ltd.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub Purchaser contained in this Agreement or and all rights to any certificate or instrument delivered pursuant to this Agreement causes of action relating thereto shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Openwave Systems Inc), Agreement and Plan of Merger (Signalsoft Corp)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article X shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Castelle \Ca\), Agreement and Plan of Merger (Captaris Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or and in any certificate or instrument document delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article VIII shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Covansys Corp)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and the provisions of this Section 10 Article IX shall survive the Effective Time.. [Signature Page Follows]
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bio Logic Systems Corp), Agreement and Plan of Merger (Natus Medical Inc)
Non-Survival of Representations and Warranties. The respective representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at expire with, and be terminated and extinguished upon, the Effective Time, and only . This Section 9.2 shall not limit any covenant or agreement of the covenants that parties which by their its terms survive the Effective Time and this Section 10 shall survive contemplates performance after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eagle Test Systems, Inc.), Agreement and Plan of Merger (Teradyne, Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub Purchaser contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 ARTICLE X shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gsi Group Inc), Agreement and Plan of Merger (Excel Technology Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent PubCo and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 11 shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vallon Pharmaceuticals, Inc.), Agreement and Plan of Merger (Seneca Biopharma, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered pursuant to this Agreement Article VI or Annex I hereto shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sybase Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Meerkat and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mirna Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Synlogic, Inc.)
Non-Survival of Representations and Warranties. The representations representations, warranties, covenants and warranties agreements of the Company, Parent Parent, Merger Sub and Merger Sub LLC contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants and agreements that by their express terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Matria Healthcare Inc), Agreement and Plan of Merger (Inverness Medical Innovations Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, the Parent and the Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article IX shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Management Systems Inc), Agreement and Plan of Merger (Cgi Group Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent MEDS and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 11 shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TRxADE HEALTH, INC), Agreement and Plan of Merger (TRxADE HEALTH, INC)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Company and Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article 8 shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.), Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.)
Non-Survival of Representations and Warranties. The representations ---------------------------------------------- and warranties of the Company, Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered pursuant to this Agreement Article VI shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Infospace Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Proteon Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Proteon Therapeutics Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 ARTICLE X shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Kidpik Corp.)
Non-Survival of Representations and Warranties. The representations ---------------------------------------------- and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this (such as those set forth in Section 10 5.10) shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (McAfee Associates Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Company and Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article VIII shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Scientific Technologies Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Vibrant and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 11 shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent CEP, and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants or agreements that by their terms survive the Effective Time and this Section 10 Article 8 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortune Industries, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Company and Merger Sub Buyer contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seachange International Inc)
Non-Survival of Representations and Warranties. The representations and warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only ; provided that the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.. 10.2
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Skye Bioscience, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Parent, BV Sub and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article IX shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 β10 shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Gem and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 11 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Gemini Therapeutics, Inc. /DE)
Non-Survival of Representations and Warranties. The representations ---------------------------------------------- and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive or call for action to be taken after the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article X shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Eliem Therapeutics, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub and Parent contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 11.1 shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and the Merger Sub and the Acquiror contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Poniard Pharmaceuticals, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Arrow and Merger Sub Subs contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the First Merger Effective Time, and only the covenants that by their terms survive the First Merger Effective Time and this Section 10 shall survive the First Merger Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oncogenex Pharmaceuticals, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Apricus and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Apricus Biosciences, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 11 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Neoleukin Therapeutics, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of Holdings, the Company, Parent and Merger Sub and PTI contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section Article 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Proteostasis Therapeutics, Inc.)
Non-Survival of Representations and Warranties. The representations and ---------------------------------------------- warranties of the Company, Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered pursuant to this Agreement Article VI shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub Subs contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the First Effective Time, and only the covenants that by their terms survive the First Effective Time and this Section 10 Article VIII shall survive the First Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Selecta Biosciences Inc)
Non-Survival of Representations and Warranties. The (a) representations and warranties of the CompanyCompany (other than the Company Fundamental Representations), Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, (b) Company Fundamental Representations shall survive until the one (1) year anniversary of the Effective Time, and (c) only the covenants that by their terms survive the Effective Time and this Section 10 Article X shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub Subs contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the First Effective Time, and only the covenants that by their terms survive the First Effective Time and this Section 10 Article X shall survive the First Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Company and Merger Sub Buyer contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 ARTICLE XI shall survive the Effective Time.
Appears in 1 contract
Samples: Investment Agreement (Sunlight Financial Holdings Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or any Transaction Document which is a certificate or instrument delivered pursuant to this Agreement (but not any other agreement) shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article X and Exhibit A shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent MTS and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mer Telemanagement Solutions LTD)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and Time, as well as this Section 10 Article IX, shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Fresh Vine and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 11 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fresh Vine Wine, Inc.)
Non-Survival of Representations and Warranties. The ---------------------------------------------- representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered pursuant to this Agreement Article VI shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Microchip Technology Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Neothetics, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub and Orion contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (OvaScience, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Terrain and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 11 shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the CompanyMerger Partner, Parent and Merger Sub and Pivot contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Novacea Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub and Yumanity contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section Article 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Yumanity Therapeutics, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument EXECUTION COPY delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article VIII shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Storage Technology Corp)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article VIII shall survive the Effective Time.. * * * * *
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ventrus Biosciences Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub Purchaser contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article IX shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Magenta and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 11 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magenta Therapeutics, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement Agreement, or any certificate or instrument delivered pursuant to this Agreement Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article VIII shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub and Radiant contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Restoration Robotics, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub and Parent contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 Article X shall survive the Effective Time. Notwithstanding the foregoing, nothing shall limit any Party from making any claims in respect of fraud.
Appears in 1 contract
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub Subs contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the First Effective Time, and only the covenants that by their terms survive the First Effective Time and this Section 10 11 shall survive the First Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (ARCA Biopharma, Inc.)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 and Exhibit A shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (NTN Buzztime Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the CompanyBuyer, Parent and Merger Sub and Lpath contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section Article 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Lpath, Inc)
Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub and Tranzyme contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tranzyme Inc)
