Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Neuberger Berman Inc), Agreement and Plan of Merger (Pharmacia & Upjohn Inc), Agreement and Plan of Merger (Safeway Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Wilshire Bancorp Inc), Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (Nara Bancorp Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 9 contracts
Samples: Separation Agreement (C&J Energy Services, Inc.), Agreement and Plan of Merger (DSW Inc.), Arrangement Agreement (Tesco Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Section 6.8) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIARTICLE IX.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Terra Industries Inc), Agreement and Plan of Merger (Nabors Industries LTD), Agreement and Plan of Merger (Superior Well Services, INC)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.X.
Appears in 8 contracts
Samples: Agreement and Plan of Amalgamation (Global Crossing LTD), Agreement and Plan of Merger (Medassets Inc), Agreement and Plan of Merger (Pantry Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIIX.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Valero Energy Corp/Tx), Agreement and Plan of Merger (Premcor Inc), Agreement and Plan of Merger (Tosco Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIIX.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (GCP Sunshine Acquisition, Inc. A Delaware Corp), Agreement and Plan of Merger (Amazon Com Inc), Agreement and Plan of Merger (Pediatric Services of America Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Section 6.8) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIIX.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (CF Industries Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Chicago Mercantile Exchange Holdings Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall will survive the Effective Time, except for (a) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part at or after the Effective Time and (b) this Article VIIIIX.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article VIIIIX.
Appears in 6 contracts
Samples: Ims Health Incorporated (Ims Health Inc), Agreement and Plan of Merger (Reebok International LTD), Agreement and Plan of Merger
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sirius Satellite Radio Inc), Transaction Agreement (Graphic Packaging Corp), Agreement and Plan of Merger (Foxhollow Technologies, Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed contemplate performance in whole or in part after the Effective Time and this Article VIIITime.
Appears in 5 contracts
Samples: Management and Advisory Agreement (Gannett Co., Inc.), Corporate Conversion Agreement (BGC Partners, Inc.), Agreement and Plan of Merger (Express Scripts Holding Co.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall will survive the Effective Time, except for those covenants and agreements contained herein in this Agreement and therein such other instruments that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.X.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Usg Corp), Agreement and Plan of Merger (Symetra Financial CORP), Agreement and Plan of Merger (Protective Life Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements of the parties in this Agreement or in any instrument delivered by the parties pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Old National Bancorp /In/), Agreement and Plan of Reorganization (German American Bancorp), Agreement and Plan of Reorganization (St Joseph Capital Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and or which otherwise by their terms survive the termination of this Article VIIIAgreement or the Effective Time.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Spirit Realty Capital, Inc.), Agreement and Plan of Merger (VEREIT Operating Partnership, L.P.), Agreement and Plan of Merger (Spirit Realty Capital, Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants covenants, and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Second Merger Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Second Merger Effective Time and this Article VIIIincluding, for the avoidance of doubt, the covenants contained in Section 6.6.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Media General Inc), Agreement and Plan of Merger (LIN Media LLC), Agreement and Plan of Merger (Meredith Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements of the parties in this Agreement or in any instrument delivered by the parties pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including, without limitation those included in Section 5.07) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 5 contracts
Samples: Termination and Release Agreement (German American Bancorp, Inc.), Termination and Release Agreement (Citizens First Corp), Transition Employment Agreement (German American Bancorp, Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (E-Z-Em, Inc.), Agreement and Plan of Reorganization (Arvin Industries Inc), Agreement and Plan of Reorganization (Conexant Systems Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Section 5.7) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pharmacia Corp /De/), Agreement and Plan of Merger (Pepsico Inc), Agreement and Plan of Merger (Pfizer Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Section 6.7) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIIX.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ict Group Inc), Agreement and Plan of Merger (Sykes Enterprises Inc), Agreement and Plan of Merger (Wyeth)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or the Plan of Merger (or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, which shall terminate in accordance with its terms) shall survive the Effective Time, except for those covenants and agreements contained herein and therein that which by their terms apply or are to be performed in whole or in part after the Effective Time Time. Without by implication limiting the foregoing, none of the directors or officers of the parties hereto shall have any liability for any of the representations, warranties, covenants and this Article VIIIagreements contained herein.
Appears in 4 contracts
Samples: Employment Agreement (Osb Financial Corp), Agreement and Plan of Merger (State Financial Services Corp), Employment Agreement (FCB Financial Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for (a) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and (b) this Article VIIIXI.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger (Pep Boys Manny Moe & Jack), Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part at or after the Effective Time and then only to such extent and (ii) this Article VIIIIX.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Freescale Semiconductor Inc), Agreement and Plan of Merger (Freescale Semiconductor Inc), Agreement and Plan of Merger (Freescale Semiconductor Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.X.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Deb Shops Inc), Agreement and Plan of Merger (Pep Boys Manny Moe & Jack), Agreement and Plan of Merger (DBT Online Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for Section 6.2 and those other covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.X.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Level 3 Communications Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising raising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective TimeTime of the Merger, except only for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIof the Merger.
Appears in 3 contracts
Samples: Voting Agreement (WTC Industries Inc), Voting Agreement (Cuno Inc), Agreement and Plan of Merger (Tsi Inc /Mn/)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Section 5.06) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII8.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Gillette Co), Agreement and Plan of Merger (Procter & Gamble Co)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, Time except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and (including the terms of this Article VIII).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (Anthem, Inc.), Agreement and Plan of Merger
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Mci Worldcom Inc), Agreement and Plan of Merger (Mci Worldcom Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall will survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIIX.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spartan Stores Inc), Agreement and Plan of Merger (Nash Finch Co), Agreement and Plan of Merger (Nash Finch Co)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.X.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intac International Inc), Agreement and Plan of Merger (Intac International Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants covenants, and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIincluding, for the avoidance of doubt, the covenants contained in Section 6.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nexstar Broadcasting Group Inc), Agreement and Plan of Merger (Nexstar Broadcasting Group Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for Section 6.3 and those other covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.X.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Labranche & Co Inc), Agreement and Plan of Merger (Cowen Group, Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for (a) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part at or after the Effective Time and then only to such extent and (b) this Article VIIIIX.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harland John H Co), Agreement and Plan of Merger (M & F Worldwide Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective TimeClosing Date, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pathmark Stores Inc), Agreement and Plan of Merger (Great Atlantic & Pacific Tea Co Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement (or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, which shall terminate in accordance with its terms) shall survive the Effective Time, except for those covenants and agreements contained herein and therein that which by their terms apply or are to be performed in whole or in part after the Effective Time Time. Without by implication limiting the foregoing, none of the directors or officers of the parties hereto shall have any liability for any of the representations, warranties, covenants and this Article VIIIagreements contained herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tarpon Coast Bancorp Inc), Agreement and Plan of Merger (First Busey Corp /Nv/)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for Section 6.10 and those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 2 contracts
Samples: Arrangement Agreement (Magnum Hunter Resources Corp), Arrangement Agreement (NGAS Resources Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article VIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applix Inc /Ma/), Agreement and Plan of Merger (Cognos Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this AgreementAgreement (other than pursuant to the Option Agreements, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, which shall terminate in accordance with their terms) shall survive the Effective Time, except for those covenants and agreements contained herein and therein that which by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Premier Financial Services Inc), Agreement and Plan of Reorganization (Northern Illinois Financial Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective TimeTimes, except for those covenants covenants, agreements and agreements other provisions contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time Times and this Article VIII8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enterprise Products Partners L P), Agreement and Plan of Merger (Teppco Partners Lp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement (or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, which shall terminate in accordance with its terms) shall survive the Effective Time, except for those covenants and agreements contained herein and therein that which by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Privatebancorp Inc), Agreement and Plan of Merger (Privatebancorp Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time Time, including without limitation, the applicable provisions of Article II, VI, VIII, and this Article VIIIIX.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sizeler Property Investors Inc), Agreement and Plan of Merger (Revenue Properties Co LTD)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including, for the avoidance of doubt, any such covenants or agreements contained in the Governance Agreement) that by their terms apply or are to be performed contemplate performance in whole or in part after the Effective Time and this Article VIIITime.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (Viacom Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective TimeClosing Date, except for (i) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time Closing Date and (ii) this Article VIII9.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tower Automotive, LLC), Asset Purchase Agreement (Tower Automotive Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective TimeDate, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIDate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Federal Home Loan Bank of Seattle), Agreement and Plan of Merger (Federal Home Loan Bank of Des Moines)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for Section 4.11 and those other covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIArticle 7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bio Reference Laboratories Inc), Agreement and Plan of Merger (Opko Health, Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.X.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bruker Daltonics Inc), Agreement and Plan of Merger (Bruker Axs Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for Section 4.13 and those other covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Li3 Energy, Inc.), Agreement and Plan of Merger (Bearing Resources Ltd.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, which shall survive in accordance with its terms) shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.Section 3.28,
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Privatebancorp, Inc), Agreement and Plan of Merger (Canadian Imperial Bank of Commerce /Can/)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements of Parent, Merger Sub or the Company in this Agreement or in any instrument delivered pursuant to under this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fairfax Financial Holdings LTD/ Can), Agreement and Plan of Merger (Allied World Assurance Co Holdings, AG)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall will survive the Effective Time, except for those covenants and agreements contained herein in this Agreement and therein such other instruments (including Section 7.9) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.X.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nalco Holding CO), Iii Agreement and Plan of Merger (Ecolab Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective TimeClosing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIClosing.
Appears in 2 contracts
Samples: Combination Agreement (Hexion Specialty Chemicals, Inc.), Combination Agreement (Momentive Performance Materials Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall will survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interactive Data Corp/Ma/), Agreement and Plan of Merger (Interactive Data Holdings Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Section 9.3) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIIX.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Pulte Corp), Plan and Agreement of Merger (Del Webb Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Section 5.6) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enstar Group Inc), Agreement and Plan of Merger (Castlewood Holdings LTD)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Topco Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Topco Effective Time and this Article VIIITime.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prologis), Agreement and Plan of Merger (Amb Property Lp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument certificate delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall will survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SMART Global Holdings, Inc.), Agreement and Plan of Merger (SMART Modular Technologies (WWH), Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIX, which covenants and agreements shall survive the Effective Time in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Healthequity, Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIARTICLE IX.
Appears in 1 contract
Samples: Agreement and Plan of Merger (North Pointe Holdings Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein that which by their terms apply or are to be performed performed, in whole or in part part, after the Effective Time and this Article VIIITime.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIVII.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time (which covenants and this Article VIIIagreements shall survive until fully performed in accordance with their terms).
Appears in 1 contract
Samples: Sponsor Shareholders Agreement (TAL International Group, Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, which shall terminate in accordance with its terms), including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein that which by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Moneygram International Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for Section 6.7 and for those other covenants and agreements contained herein and therein in this Agreement that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None ---------------------------------------------------------- of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIIX.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Phillips Petroleum Co)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective TimeClosing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time Closing (including Article VIII) and this Article VIIIIX.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those Section 6.2 and any other covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.ARTICLE X.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part at or after the Effective Time and (ii) this Article VIIIIX.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Acoustics Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime, specifically including, but not limited to, the agreements set forth in Section 6.11.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Section 5.8) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.. 8.2
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other or agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.no party shall have any rights or remedies as a result, except:
Appears in 1 contract
Samples: Agreement of Merger
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for Section 4.10 and those other covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII8.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for Section 6.6 and for those other covenants and agreements contained herein and therein in this Agreement that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mutualfirst Financial Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Sections 1.9(d), 5.5(c) and 5.7) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Riverwood Holding Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, and the other agreements and documents contemplated to be delivered in connection herewith, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part at or after the Effective Time and (ii) this Article VIII.X.
Appears in 1 contract
Samples: Agreement and Plan of Merger (LumaSense Technologies, Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant 66 to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall will survive the Effective Time, except for those covenants and agreements contained herein in this Agreement and therein such other instruments that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.X.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cardiovascular Systems Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall will survive the Effective Time, except for those covenants and agreements contained herein in this Agreement and therein such other instruments that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIXI.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Huttig Building Products Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall will survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein in this Agreement that by their terms apply or are to be performed in whole or in part after the Effective Time Time, Section 4.06 and this Article VIIIVII.
Appears in 1 contract
Samples: Agreement of Merger (Utg Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements of the parties in this Agreement or in any instrument delivered by the parties pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including, without limitation those included in Section 5.06) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (German American Bancorp, Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, Time except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.X.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIIX.
Appears in 1 contract
Samples: Investment Agreement and Agreement and Plan of Merger (Pulse Electronics Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective TimeClosing, except for (a) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part at or after the Effective Time Closing and then only to such extent and (b) this Article VIIIARTICLE IX.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Champps Entertainment Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein that which by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Syneron Medical Ltd.)
Non-Survival of Representations, Warranties and Agreements. None of the The representations, warranties, covenants and other agreements in this Agreement or and in any instrument delivered pursuant to this Agreementhereto, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive terminate at the Effective Time, except for (a) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part at or after the Effective Time and (b) this Article VIIIIX.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ameron International Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective TimeDate, except for those covenants and agreements contained herein and therein (including Section 5.6) that by their terms apply or are to be performed in whole or in part after the Effective Time Date and this Article VIII.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those Section 6.2 and any other covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.X.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Artio Global Investors Inc.)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.Time. 57
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metris Companies Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for Section 4.11 and those other covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PROLOR Biotech, Inc.)
Non-Survival of Representations, Warranties and Agreements. None of ---------------------------------------------------------- the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Section 5.8) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesley Jessen Visioncare Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants covenants, and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.including, for the avoidance of doubt, the covenants contained in Section 6.6. 115
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time Time, Section 4.04 and this Article VIIIVII.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Commonwealth Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective TimeTimes, except for those covenants covenants, agreements and agreements other provisions contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time Times and this Article VIII9.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for Section 6.11 and those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 1 contract
Samples: Arrangement Agreement (Magnum Hunter Resources Corp)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, Agreement including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (World Access Inc /New/)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed set forth in whole or in part after the Effective Time and this Article VIII.II and
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hancock John Financial Services Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein (including Section 6.7, Section 6.2 and therein Exhibit 6.2) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIIArticle.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ziasun Technologies Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, Agreement shall survive the Effective Time, except for Section 4.12 and those other covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII7.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this AgreementAgreement (other than the Option Agreements, which shall terminate in accordance with their terms), including any rights arising out of any breach of such representations, warranties, covenants covenants, and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIIITime.
Appears in 1 contract
Samples: Agreement of Affiliation and Merger (Blue River Bancshares Inc)
Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall will survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time (including those set forth in Sections 7.7, 7.8 and 7.12) and this Article VIII.X.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quintana Maritime LTD)
