Common use of Non-Survival of Representations and Warranties Clause in Contracts

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 25 contracts

Sources: Merger Agreement (Movano Inc.), Agreement and Plan of Merger (MorphImmune Inc.), Merger Agreement (Angion Biomedica 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 VIII shall survive the Effective Time.

Appears in 19 contracts

Sources: Merger Agreement (Broadcom Corp), Merger Agreement (Cybersource Corp), Merger Agreement (Visa 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 12 contracts

Sources: Merger Agreement (Ensysce Biosciences, Inc.), Merger Agreement (Galecto, Inc.), Agreement and Plan of Merger (NanoVibronix, 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 IX shall survive the Effective Time.

Appears in 12 contracts

Sources: Agreement and Plan of Merger (Nuance Communications, Inc.), Merger Agreement (Direct General Corp), Merger Agreement (Quantum Corp /De/)

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 9 contracts

Sources: Merger Agreement (Skye Bioscience, Inc.), Merger Agreement (CalciMedica, Inc. /DE/), Agreement and Plan of Merger (Graybug Vision, 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 8 contracts

Sources: Merger Agreement (Boundless Bio, Inc.), Agreement and Plan of Merger and Reorganization (Innovation Beverage Group LTD), Merger Agreement (Innovation Beverage Group LTD)

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

Sources: Merger Agreement (Pacific Ethanol, Inc.), Merger Agreement (Blackbaud Inc), Merger Agreement (Convio, 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 11 shall survive the First Effective Time.

Appears in 5 contracts

Sources: Agreement and Plan of Merger and Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Merger and Reorganization (Cyclerion Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (NextCure, 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

Sources: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Omniture, 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

Sources: Merger Agreement (Komag Inc /De/), Merger Agreement (HMT Technology Corp), Merger Agreement (Komag 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 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

Sources: Merger Agreement (Tippingpoint Technologies Inc), Merger Agreement (3com Corp), Merger Agreement (Optical Communication Products 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

Sources: Merger Agreement (Divx Inc), Merger Agreement (Sonic Solutions/Ca/), Merger Agreement (Divx 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 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

Sources: Merger Agreement (Water Pik Technologies Inc), Merger Agreement (Probusiness Services Inc), Merger Agreement (Automatic Data Processing 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 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 3 contracts

Sources: Agreement and Plan of Merger (Rallybio Corp), Agreement and Plan of Merger (Rallybio Corp), Merger Agreement (Cara Therapeutics, 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

Sources: Agreement and Plan of Merger (TRxADE HEALTH, INC), Merger Agreement (TRxADE HEALTH, INC)

Non-Survival of Representations and Warranties. The representations and warranties of the Company, HoldCo, Parent and Merger Sub Subs contained in this Agreement 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 2 contracts

Sources: Merger Agreement (Quince Therapeutics, Inc.), Merger Agreement (Sensei Biotherapeutics, 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

Sources: Merger Agreement (Matria Healthcare Inc), Merger Agreement (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

Sources: Merger Agreement (American Management Systems Inc), Merger Agreement (Cgi Group 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 Article VIII shall survive the First Effective Time.

Appears in 2 contracts

Sources: Merger Agreement (Ocuphire Pharma, Inc.), Merger Agreement (Selecta Biosciences 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 IX shall survive the Effective Time.

Appears in 2 contracts

Sources: Merger Agreement (Bio Logic Systems Corp), Merger Agreement (Natus Medical 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

Sources: Merger Agreement (Emmaus Life Sciences, Inc.), Merger Agreement (MYnd Analytics, 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

Sources: Merger Agreement (Solectron Corp), Merger Agreement (Flextronics International Ltd.)

Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Parent, Separation 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 TimeTime of the Company Merger, and only the covenants that by their terms survive the Effective Time of the Company Merger and this Section 10 Article VIII shall survive the Effective TimeTime of the Company Merger.

Appears in 2 contracts

Sources: Merger Agreement (Palm Inc), Agreement and Plan of Reorganization (Handspring 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 Merger Effective Time, and only the covenants except that by their terms survive the Effective Time Section 5.11 and this Section 10 Article VIII shall survive the Merger Effective Time.

Appears in 2 contracts

Sources: Merger Agreement (Medicinova Inc), Merger Agreement (Avigen Inc \De)

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

Sources: Merger Agreement (Vallon Pharmaceuticals, Inc.), Merger Agreement (Seneca Biopharma, 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

Sources: Merger Agreement (Teradyne, Inc), Merger Agreement (Eagle Test Systems, 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

Sources: 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 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 7 shall survive the Effective Time.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Corvex, Inc.), Agreement and Plan of Merger (Movano 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 2 contracts

Sources: Merger Agreement (Flex Pharma, Inc.), Merger Agreement

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

Sources: Merger Agreement (Captaris Inc), Merger Agreement (Castelle \Ca\)

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 2 contracts

Sources: Merger Agreement, Merger Agreement (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 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

Sources: Merger Agreement (Computer Sciences Corp), Merger Agreement (Covansys 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 8 shall survive the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Jasper Therapeutics, Inc.)

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

Sources: Merger Agreement (Poniard Pharmaceuticals, 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 or call for action to be taken after the Effective Time and this Section 10 shall survive the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Sun Microsystems 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

Sources: Merger Agreement (Lpath, 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

Sources: Acquisition Agreement (MingZhu Logistics Holdings LTD)

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

Sources: Merger Agreement (Fresh Vine Wine, 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

Sources: Merger Agreement (Talaris 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 VIII shall survive the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Ventrus Biosciences 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 shall survive the First Effective Time.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Salarius Pharmaceuticals, 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 or agreements contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by their terms survive the Effective Time and this Section 10 shall survive the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Healthy Choice Wellness Corp.)

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

Sources: Merger Agreement (OvaScience, Inc.)

Non-Survival of Representations and Warranties. The representations representations, warranties and warranties covenants of the Company, Parent Insight 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

Sources: Merger Agreement (Ikena Oncology, 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 11 shall survive the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (MingZhu Logistics Holdings LTD)

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

Sources: 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 Subs contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the First Effective Time, Time and only the covenants that by their terms survive the First Effective Time time and this Section 10 8 shall survive the First Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Adial Pharmaceuticals, 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

Sources: Merger Agreement (Kidpik 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 1 contract

Sources: Agreement and Plan of Reorganization (Infospace 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 Time, as well as this Section 10 Article IX, shall survive the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Answers 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 VIII shall survive the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Neoware 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

Sources: Merger Agreement (NTN Buzztime Inc)

Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Sub SubsSub 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 ‎Section 11 shall survive the First Effective Time.

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (Pulmatrix, 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

Sources: Merger Agreement (Vascular Biogenics Ltd.)

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

Sources: Merger Agreement (Fortune Industries, 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 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 1 contract

Sources: Merger Agreement (Processa Pharmaceuticals, 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

Sources: Merger Agreement (Navteq 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 1 contract

Sources: Merger Agreement (Novell Inc)

Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent TOMZ 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

Sources: Agreement and Plan of Merger (TOMI Environmental Solutions, 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

Sources: Merger Agreement (Proteon Therapeutics Inc)

Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent UGRO 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

Sources: Merger Agreement (Urban-Gro, 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 ‎10 shall survive the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (SciSparc Ltd.)

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

Sources: Merger Agreement (Oncogenex Pharmaceuticals, Inc.)

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

Sources: Merger Agreement (Restoration Robotics, Inc.)

Non-Survival of Representations and Warranties. The representations and warranties of the Company, Parent Aspen 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

Sources: Merger Agreement (AVROBIO, 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

Sources: Merger Agreement (Electro Sensors Inc)

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

Sources: Merger Agreement (Gemini Therapeutics, Inc. /DE)

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 ‎Section 11 shall survive the First Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Pulmatrix, 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

Sources: Merger Agreement (Yumanity Therapeutics, Inc.)

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

Sources: Merger Agreement (Novacea 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

Sources: Merger Agreement (Conatus Pharmaceuticals 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

Sources: Merger Agreement (Seachange International 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

Sources: 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 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

Sources: Agreement and Plan of Merger and Reorganization (Inotek Pharmaceuticals Corp)

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

Sources: Merger Agreement (Tranzyme 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

Sources: Merger Agreement (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 any certificate or instrument delivered pursuant to this 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 11 shall survive the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Star Equity 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 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

Sources: Agreement and Plan of Merger and Reorganization (Neothetics, 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

Sources: Merger Agreement (Mer Telemanagement Solutions LTD)

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

Sources: Merger Agreement (BiomX Inc.)