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

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 9.1 hereof, as the case may be, except that (a) the agreements set forth in ARTICLE I and Sections 2.4, 2.5, 2.6, 2.7, 2.8, 7.7, 7.8 and 7.11 hereof and this Section 10.1 shall survive the Effective Time indefinitely, (b) the agreements and representations set forth in Sections 4.10, 4.16, 5.9, 5.12, 7.5(b), 9.2 and 10.3 hereof and this Section 10.1 shall survive termination indefinitely and (c) nothing contained herein shall limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 9.1 hereof, as the case may be, except that (a) the agreements set forth in ARTICLE Article I and Sections 2.4, 2.5, 2.6, 2.7, 2.87.8, 7.7, 7.8 and 7.11 7.12 hereof and this Section 10.1 shall survive the Effective Time indefinitely, (b) the agreements and representations set forth in Sections 4.10, 4.16, 5.95.10, 5.125.16, 7.5(b), 9.2 and 10.3 11.3 hereof and this Section 10.1 shall survive termination indefinitely indefinitely, and (c) nothing contained herein shall limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 9.1 8.01 hereof, as the case may be, except that (a) the agreements set forth in ARTICLE I Article 1 and Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8, 7.7, 7.8 6.08 and 7.11 6.12 hereof and this Section 10.1 shall survive the Effective Time indefinitely, (b) the agreements and representations set forth in Sections 3.10, 3.16, 4.10, 4.16, 5.9, 5.12, 7.5(b6.05(b), 9.2 8.02 and 10.3 10.03 hereof and this Section 10.1 shall survive termination indefinitely indefinitely, and (c) nothing contained herein shall limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, . warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 9.1 hereof, as the case may be, except that (a) the agreements set forth in ARTICLE Article I and Sections 2.4, 2.5, 2.6, 2.7, 2.87.8, 7.7, 7.8 and 7.11 7.9 hereof and this Section 10.1 shall survive the Effective Time indefinitely, (b) the agreements and representations set forth in Sections 4.104.11, 4.164.28, 5.95.11, 5.125.19, 7.5(b), 9.2 ) and 10.3 and Article IX hereof and this Section 10.1 shall survive termination indefinitely and (c) nothing contained herein shall limit any covenant or agreement of the Parties which that by its terms contemplates performance after the Effective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, ---------------------------------------------------------- representations and warranties and agreements or covenants in this Agreement shall will terminate at the Effective Time or upon the earlier termination of this Agreement pursuant to Section 9.1 hereof8.1 above, as the case may be; provided, except however, that (a) if the agreements set forth in ARTICLE I and -------- ------- Merger is consummated, Sections 1.6, 2.1 through 2.4, 2.55.4, 2.65.8, 2.7, 2.8, 7.7, 7.8 8.2 and 7.11 8.5 hereof and this Section 10.1 shall will survive the Effective Time indefinitelyto the extent contemplated by such Sections; provided, (b) further, that the agreements last two sentences of Section 5.5 and representations set forth -------- ------- all of Sections 8.5 and 8.10 hereof will in Sections 4.10, 4.16, 5.9, 5.12, 7.5(b), 9.2 and 10.3 hereof and all events survive any termination of this Section 10.1 shall survive termination indefinitely and (c) nothing contained herein shall limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective TimeAgreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 9.1 hereof, as the case may be, except that (a) the agreements set forth in ARTICLE Article I and Sections 2.2, 2.4, 2.5, 2.6, 2.7, 2.8, 7.72.9, 7.8 7.8, 7.9 and 7.11 7.12 hereof and this Section 10.1 shall survive the Effective Time indefinitely, (b) the agreements and representations set forth in Sections 4.10, 4.16, 5.95.10, 5.125.16, 7.5(b7.5 (b), 9.2 and 10.3 hereof and this Section 10.1 shall survive termination indefinitely and (c) nothing contained herein shall limit any covenant or agreement Agreement of the Parties which by its terms contemplates performance after the Effective Time.. SECTION 10.2

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements covenants in this Agreement shall will terminate at the Effective Time or upon the earlier termination of this Agreement pursuant to Section 9.1 hereof8.1 above, as the case may be; provided, except however, that (a) if the agreements set forth in ARTICLE I and Merger is consummated, Sections 2.41.7, 2.1 through 2.5, 2.65.4, 2.75.5, 2.85.8, 7.7, 7.8 5.14 and 7.11 8.2 hereof and this Section 10.1 shall survive the Effective Time indefinitelyto the extent contemplated by such Sections, (b) the agreements and representations set forth in Sections 4.10, 4.16, 5.9, 5.12, 7.5(b), 9.2 and 10.3 hereof and this except Section 10.1 5.4 shall survive termination indefinitely and (c) nothing contained herein shall limit any covenant or agreement for a period of the Parties which by its terms contemplates performance after two years following the Effective Time; provided, further, that the last two sentences of Section 5.5 and all of Section 8.11 hereof shall in all events survive any termination of this Agreement.

Non-Survival of Representations, Warranties and Agreements. The Except as set forth in this Section and in Section 8.2, all representations, warranties and agreements in this Agreement shall will terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 9.1 8.1 hereof, as the case may be, except that (a) the agreements covenants set forth in ARTICLE I Article II and Sections 2.46.6, 2.56.7, 2.66.8, 2.76.9, 2.89.10, 7.7, 7.8 9.15 and 7.11 hereof and this Section 10.1 shall 9.16 will survive the Effective Time indefinitelyindefinitely or, (b) if applicable, for the agreements period therein specified and representations those set forth in Sections 4.10, 4.16, 5.9, 5.12, 7.5(b), 9.2 Section 6.4(b) and 10.3 hereof and this Section 10.1 shall 6.4(c) will survive termination indefinitely and (c) nothing contained herein indefinitely. This Section 9.1 shall limit have no effect upon any covenant or agreement other obligation of the Parties which by its terms contemplates performance parties hereto, whether to be performed before or after the Effective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements covenants in this Agreement shall will terminate at the Effective Time or upon the earlier termination of this Agreement pursuant to Section 9.1 hereof8.1 above, as the case may be; provided, except however, that (a) if the agreements set forth in ARTICLE I and Merger is consummated, Sections 1.7, 2.1 through 2.4, 2.55.5, 2.65.6, 2.75.9, 2.8, 7.7, 7.8 5.16 and 7.11 8.2 hereof and this Section 10.1 shall survive the Effective Time indefinitelyto the extent contemplated by such Sections, (b) the agreements and representations set forth in Sections 4.10, 4.16, 5.9, 5.12, 7.5(b), 9.2 and 10.3 hereof and this except Section 10.1 5.5 shall survive termination indefinitely and (c) nothing contained herein shall limit any covenant or agreement for a period of the Parties which by its terms contemplates performance after two years following the Effective Time; provided, further, that the last two sentences of Section 5.6 and all of Section 8.10 hereof shall in all events survive any termination of this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 9.1 7.01 hereof, as the case may be, except that (ai) the agreements set forth in ARTICLE I Article 1, Sections 5.07, 5.09, 5.11, 5.18 and Sections 2.4, 2.5, 2.6, 2.7, 2.8, 7.7, 7.8 and 7.11 5.19 hereof and this Section 10.1 shall survive the Effective Time indefinitely, (bii) the agreements and representations set forth in Sections 4.10, 4.16, 5.9, 5.12, 7.5(b5.04 (with regard to confidentiality), 9.2 7.02, 9.03 and 10.3 9.10 hereof and this Section 10.1 shall survive termination indefinitely indefinitely, (iii) the agreements set forth in Section 5.19 shall survive termination in accordance with provisions specified in Section 5.19, and (civ) nothing contained herein shall limit any covenant or agreement of the Parties Powertel and DT which by its terms contemplates performance after the Effective TimeTime shall survive the Effective Time in accordance with its terms.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 9.1 8.1 hereof, as the case may be, except that (a) the agreements set forth in ARTICLE Article I and Sections 2.2, 2.4, 2.5, 2.6, 2.7, 2.8, 7.72.11, 7.8 2.12 and 7.11 6.11 hereof and this Section 10.1 shall survive the Effective Time indefinitely, (b) the agreements and representations set forth in Sections 3.10, 3.16, 4.10, 4.16, 5.96.6, 5.12, 7.5(b), 9.2 8.2 and 10.3 9.3 hereof and this Section 10.1 shall survive termination indefinitely and (c) nothing contained herein shall limit any covenant or agreement Agreement of the Parties which by its terms contemplates performance after the Effective Time.