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

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2, 6.6 and 6.15 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Raven Acquisition Corp.), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Tektronix Inc)

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Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 2.02, 6.6 the last sentence of Section 5.03, Section 5.06 and 6.15 the last sentence Section 5.02 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Communications Instruments Inc), Agreement and Plan of Merger (Thermal Industries Inc), Agreement and Plan of Merger (Corcom Inc)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections Section 3.2, Section 6.6 and Section 6.15 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Sybron Dental Specialties Inc)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2, 6.6 Section 3.01 and 6.15 Section 6.06 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Main Street Restaurant Group, Inc.), Agreement and Plan of Merger (Main Street Restaurant Group, Inc.), Agreement and Plan of Merger (Main Street Acquisition CORP)

Non-Survival of Representations and Warranties. The representations None of the representations, warranties, covenants and warranties made agreements in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.22.6, 6.6 5.2(c), 5.12, 5.14(c)(i), and 6.15 5.14(c)(ii) shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein)Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Penn Bancshares Inc), Agreement and Plan of Merger (Tf Financial Corp)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding For the avoidance of doubt and notwithstanding the foregoing, the agreements set forth in Sections 3.2, 6.6 Section 3.02 and 6.15 Section 6.07 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BTR Acquisition Corp), Agreement and Plan of Merger (Exide Electronics Group Inc)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2, Section 3.1 and Section 6.6 and 6.15 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United States Filter Corp), Agreement and Plan of Merger (United States Filter Corp)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 2.09, 6.6 Section 3.02, the last sentence of the second paragraph of Section 6.03(a), Section 6.05(b), 6.11(b) and 6.15 Section 6.06 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eaton Corp), Agreement and Plan of Merger (Fusion Systems Corp)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Article III and Sections 3.2, 6.5(a) and 6.6 and 6.15 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Western Atlas Inc), Agreement and Plan of Merger (3-D Geophysical Inc)

Non-Survival of Representations and Warranties. The ---------------------------------------------- representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2, Section 3.2 and Section 6.6 and 6.15 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Danaher Corp /De/)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 3.02, 6.6 Section 6.07, Section 6.08, Section 6.13, Section 6.14 and 6.15 6.16(d) shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein)) and those agreements set forth in the last two sentences of Section 6.02, Section 8.03 and Article IX shall survive termination of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Safety Razor Co), Agreement and Plan of Merger (Rsa Acquisition Corp)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 1.09, 6.6 Section 1.10, Section 2.01, Section 5.03(c), Section 5.06, Section 5.13 and 6.15 Article VIII shall survive the Effective Time indefinitely for the applicable statute of limitations (except to the extent a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: Ii Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Cole National Corp /De/)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 3.02, 6.6 the last sentence of Section 6.03(a), Section 6.06 and 6.15 Section 6.07 shall survive the Effective Time indefinitely (except to the extent that a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GKN North America Inc), Agreement and Plan of Merger (Interlake Corp)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 2.04, 6.6 Section 2.05, the last sentence of Section 5.03(a), Section 5.05 and 6.15 Section 5.06 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: First Amended and Restated Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 2.5, 6.6 Section 5.6 and 6.15 Section 5.7 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: Agreement of Recapitalization and Merger (Panavision Inc), Agreement of Recapitalization and Merger (Mafco Holdings Inc)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections Section 2.9, Section 3.2, the last sentence of Section 6.2, Section 6.5 and Section 6.6 and 6.15 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pacific Scientific Co), Agreement and Plan of Merger (Pacific Scientific Co)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 1.09, 6.6 Section 1.10, Section 2.01, Section 5.03(c), Section 5.06 and 6.15 this Article VIII shall survive the Effective Time indefinitely for the applicable statute of limitations (except to the extent a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Oakley Inc)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 3.02, 6.6 the last sentence of Section 6.02, Section 6.06 and 6.15 Section 6.07 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zeigler Coal Holding Co), Agreement and Plan of Merger (Aei Resources Inc)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 3.01, 6.6 the last sentence of the second paragraph of Section 6.03(a), Section 6.06 and 6.15 Section 6.07 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eaton Corp)

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Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 2.4 and 3.2, Section 6.3(c) and Sections 6.6 and 6.15 6.7 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marketing Services Inc)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Article III and Sections 3.2, 6.6 6.05(a) and 6.15 6.06 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 1 contract

Samples: Agreement and Plan of Merger (3-D Geophysical Inc)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Timeconsummation of the Offer. Notwithstanding the foregoing, the The covenants and agreements set forth in Sections 3.2, 6.6 and 6.15 herein shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified thereintherein or as otherwise provided in Section 7.02).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Specialty Equipment Companies Inc)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered will not survive the earlier to occur of (a) termination of this Agreement pursuant to this Agreement shall not survive beyond Section 6.14, or (b) the Effective Time. Notwithstanding None of the foregoing, the agreements set forth representations and warranties in Sections 3.2, 6.6 and 6.15 shall this Agreement will survive the Effective Time indefinitely (except to Time. This Section 6.1 shall not limit any covenant or agreement of the extent a shorter period of time is explicitly specified therein)parties which by its terms contemplates performance after the Effective Time.

Appears in 1 contract

Samples: Voting Agreement (Thomas Nelson Inc)

Non-Survival of Representations and Warranties. The ---------------------------------------------- representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Timeconsummation of the Offer. Notwithstanding the foregoing, the The covenants and agreements set forth in Sections 3.2, 6.6 and 6.15 herein shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified thereintherein or as otherwise provided in Section 7.02).

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Technologies Corp /De/)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2, 6.6 Section 2.1 and 6.15 Section 5.5 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Azurix Corp)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 3.02, 6.6 the last sentence of Section 6.02 and 6.15 Section 6.05 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vincor Holdings Inc)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Article II, 6.6 the last sentence of Section 5.02, Section 5.05 and 6.15 Section 5.13 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Big Flower Holdings Inc/)

Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 3.01, 6.6 the last sentence of Section 6.03(c) and 6.15 Section 6.06 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Luxottica Group Spa)

Non-Survival of Representations and Warranties. The representations and warranties made and agreements in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.25.01, 6.6 5.06 and 6.15 5.10 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tickets Com Inc)

Non-Survival of Representations and Warranties. The ---------------------------------------------- representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2Section 3.02, 6.6 the last sentence of Section 6.02, Section 6.06 and 6.15 Section 6.07 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Princess Beverly Coal Holding Co Inc)

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