Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may be, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement of Merger and Reorganization (Roanoke Electric Steel Corp), Agreement of Merger and Reorganization (Steel Dynamics Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b)6.01, 6.56.02, 6.66.05, 6.9 and 6.11 6.06 and this Article 9 IX shall survive the Effective TimeTime and those set forth in Sections 8.02 and 8.05 and this Article IX shall survive termination.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Mint Leasing Inc), Agreement and Plan of Reorganization (Deep Down, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01 hereof, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 Section 6.06 hereof shall survive the Effective TimeTime in accordance with their respective terms and those agreements set forth in Sections 6.08, 8.02, 8.03 hereof and in this Article IX shall survive the termination of this Agreement indefinitely.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Access Technology Corp), Agreement and Plan of Merger (Lecroy Corp)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b6.04(b), 6.5, 6.6, 6.9 6.07 and 6.11 and this Article 9 IX shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zillow Inc), Agreement and Plan of Merger (Trulia, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beTime, except that the agreements set forth in Articles 1 I and 2 II, Section 6.04 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 Section 6.08 and this Article 9 IX shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De), Agreement and Plan of Merger and Reorganization (Henry Birks & Sons Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may be6.1, except that the agreements those set forth in Articles 1 and 2 and Sections 6.3(b2.2, 2.3, Section 4.5(b), 6.5Section 4.8, 6.6Section 4.9, 6.9 and 6.11 Section 4.10, Section 4.14, Section 6.3 and this Article 9 VII shall survive termination indefinitely (or to such earlier date as shall be specified by the Effective Time.terms of such provisions). Section 7.2
Appears in 2 contracts
Samples: Term Page (Houston Biotechnology Inc), Exhibit 99 (Medarex Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 and II, Sections 6.3(b6.03(b), 6.56.05, 6.6, 6.9 6.08 and 6.11 6.10 and this Article 9 IX shall survive the Effective TimeTime and those set forth in Sections 6.03(b), 6.08, 8.02 and 8.05 and this Article IX shall survive termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I Many Inc), Agreement and Plan of Merger (Selectica Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, representations and warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except 8.1, as provided the case may be. The covenants and agreements contained in Section 8.2)this Agreement shall survive the Effective Time or termination of this Agreement, as the case may be, except that the agreements set forth and shall continue until they terminate in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.accordance with their terms. SECTION 8.4
Appears in 2 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Gte Corp), Exhibit 1 Agreement and Plan of Merger (BBN Corp)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beTime, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 Section 6.06 shall survive the Effective TimeTime indefinitely.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WLR Foods Inc), Agreement and Plan of Merger (WLR Foods Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered 42 pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.56.5(a), 6.6, 6.9 and 6.11 6.6 and this Article 9 IX shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carreker Corp), Agreement and Plan of Merger (Checkfree Corp \Ga\)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to in accordance with Section 8.1 (except as provided in Section 8.2)7.01, as the case may be, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b)7.02, 6.5, 6.6, 6.9 and 6.11 7.03 and this Article 9 VIII shall survive termination and this Section 8.01 shall not limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FOHG Holdings, LLC), Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/)
Non-Survival of Representations, Warranties and Agreements. The Except as set forth in Section 8.2 the representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)Article VIII of this Agreement, as the case may be, except that this Section 9.11 shall not limit any covenant or agreement of the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive Parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including those contained in Section 6.11.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tti Team Telecom International LTD), Agreement and Plan of Merger (Tti Team Telecom International LTD)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or or, except as provided in Section 9.02, upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)9.01, as the case may be, except that the agreements set forth in Articles 1 Article II and 2 Article III and Sections 6.3(bSection 7.04(b), 6.5Section 7.06, 6.6Section 7.16, 6.9 and 6.11 Section 7.17 and this Article 9 X shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biosante Pharmaceuticals Inc), Agreement and Plan of Merger (Cell Genesys Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)9.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 Section 5.08 shall survive the Effective TimeTime indefinitely, and those set forth in Section 9.02 and 9.04 and this Article X shall survive termination indefinitely.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westerbeke Corp), Agreement and Plan of Merger (International Specialty Products Inc /New/)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 6.06 and 6.11 and this Article 9 6.14 shall survive the Effective TimeTime indefinitely, and those set forth in Sections 6.09, 8.02, 8.03, 8.04, 8.05 and this Article IX shall survive termination indefinitely.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Greenwich Air Services Inc), Agreement and Plan of Merger (General Electric Co)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01 hereof, as the case may be, except that the agreements set forth in Articles 1 Section 8.02 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 Section 9.02 hereof shall survive termination and this Article 9 Section 9.01 shall survive not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cox Communications Inc /De/), Agreement and Plan of Merger (Cox Enterprises Inc Et Al)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 6.03(b) and 6.11 6.05 and this Article 9 IX shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commonwealth Industries Inc/De/), Agreement and Plan of Merger (Imco Recycling Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time or upon the and termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beArticle VIII, except that this Section 9.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time or termination of this Agreement, including the agreements set forth in Articles 1 Article I and 2 and Sections 6.3(b)Article II, 6.5Section 6.05, 6.6Section 6.11, 6.9 and 6.11 Article VIII and this Article 9 shall survive the Effective TimeIX.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (51job, Inc.), Agreement and Plan of Merger (Yan Rick)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 8.01 (except as provided in Section 8.28.02), as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b6.03(b), 6.5, 6.6, 6.9 6.06 and 6.11 6.10 and this Article 9 IX shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ispat International Nv), Agreement and Plan (International Steel Group Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the agreements set forth in Articles 1 and 2 2, Sections 6.5 and Sections 6.3(b), 6.5, 6.6, 6.9 6.6 and 6.11 Articles 8 and this Article 9 shall survive the Effective TimeTime and those set forth in Section 6.3(b) and Section 6.8(a) (as it relates to the Voting Agreement) and Articles 8 and 9 shall survive termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amscan Holdings Inc), Agreement and Plan of Merger (Confetti Acquisition Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)7.1, as the case may be, except that the agreements set forth in Articles 1 Article I, Section 5.5, Section 5.6 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 VIII shall survive the Effective TimeTime and those set forth in Section 5.3(c) and Section 7.3 and the Confidentiality Agreement in accordance with its terms shall survive termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sempra Energy), Agreement and Plan of Merger (K N Energy Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b3.22, 4.06, 6.04(b), 6.56.06, 6.6, 6.9 6.07 and 6.11 8.03 and this Article 9 IX shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Baycorp Holdings LTD), Agreement and Plan of Merger (Baycorp Holdings LTD)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that (a) the agreements set forth in Articles 1 Article II, Sections 6.1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 9.1 through 9.11 shall survive the Effective TimeTime and (b) the agreements set forth in the Confidentiality Agreement and in Sections 6.11, 8.2, 8.3 and 9.1 through 9.11 shall survive termination indefinitely.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pan Pacific Retail Properties Inc), Agreement and Plan of Merger (Kimco Realty Corp)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties warranties, covenants and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beTime, except that the covenants and agreements set forth in Articles 1 I and 2 II, Sections 6.05 and Sections 6.3(b)6.12, 6.5, 6.6, 6.9 and 6.11 and this Article 9 IX shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Idg-Accel China Growth Fund Ii L P), Agreement and Plan of Merger (MEMSIC Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)5.1, as the case may be, except that the agreements as set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective TimeSection 5.2.
Appears in 2 contracts
Samples: Agreement (Falconbridge LTD \Can\), Agreement (Noranda Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties warranties, covenants and agreements in this Agreement and in any certificate delivered pursuant hereto by any party hereto shall terminate at the Effective Time or or, except as provided in Section 8.2, upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including those contained in Section 6.7 and Section 6.10.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gymboree Corp), Agreement and Plan of Merger (Mips Technologies Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)9.01, as the case may be, except that the agreements set forth in Articles 1 Article II and 2 Article III and Sections 6.3(bSection 7.04(b), 6.5Section 7.06, 6.6Section 7.07, 6.9 Section 7.08 and 6.11 Section 7.11 and this Article 9 X shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Bunge LTD), Agreement and Plan of Merger And (Corn Products International Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 Section 6.06 and 6.11 and this Article 9 6.09 shall survive the Effective TimeTime indefinitely and those set forth in Sections 6.04(c), 6.08, 8.02, 8.03 and this Article IX shall survive termination indefinitely.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tig Holdings Inc), Agreement (Fairfax Financial Holdings LTD/ Can)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b)6.03, 6.56.04, 6.6, 6.9 and 6.11 6.06 and this Article 9 IX shall survive the Effective TimeTime and those set forth in Sections 8.02 and 8.05 and this Article IX shall survive termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (C Me Run Corp), C Me Run Corp
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)11.01, as the case may be, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 that by their terms survive the Effective Time shall survive the Effective Time.
Appears in 2 contracts
Samples: Transaction Agreement (Rubicon Medical Corp), Transaction Agreement (Rubicon Medical Corp)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time or upon the and termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beArticle VIII, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b)ARTICLE I, 6.5ARTICLE II, 6.6, 6.9 and 6.11 Section 6.05 and this Article 9 ARTICLE IX shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wang Benson Haibing), Agreement and Plan of Merger (Taomee Holdings LTD)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)7.1, as the case may be, except that the agreements set forth in Articles 1 and 2 Article I and Sections 6.3(b)5.5, 6.55.6, 6.65.8, 6.9 5.16 and 6.11 and this Article 9 5.17 shall survive the Effective TimeTime and those set forth in Section 5.3 and Section 7.3 shall survive termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fred Meyer Inc), Agreement and Plan of Merger (Food 4 Less Holdings Inc /De/)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beAgreement, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(bArticle II, Section 6.7 (Employee Benefit Plans), 6.5Section 6.8 (Indemnification of Directors and Officers), 6.6, 6.9 Section 8.3 (Expenses and 6.11 Termination Fees) and this Article 9 IX shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Zygo Corp), Agreement and Plan of Merger and Reorganization (Electro Scientific Industries Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and or in any certificate instrument delivered pursuant hereto to this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)7.1, as the case may be, except that the agreements set forth in Articles 1 Article I, Sections 5.3, 5.4, 5.7, 5.8, and 2 and Sections 6.3(b)5.11, 6.5, 6.6, 6.9 and 6.11 and this Article 9 8 and the Confidentiality Agreement shall survive the Effective Time, and those set forth in Section 5.4, 7.5, this Article 8 and the Confidentiality Agreement shall survive termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Excel Industries Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b)6.07, 6.5, 6.6, 6.9 and 6.11 6.10 and this Article 9 IX shall survive the Effective TimeTime and the provisions of Section 8.03 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Constellation Alpha Capital Corp.)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate (i) at the Effective Time Time, except that the agreements set forth in Articles I and II and Sections 7.03(b) and 7.06 and this Article X shall survive the Effective Time, or (ii) upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may be9.01, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 Section 9.03 shall survive the Effective Timesuch termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Romarco Minerals Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)7.01 hereof, as the case may be, except that the agreements set forth in Articles 1 Section 7.02, 7.03 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 Section 8.02 hereof shall survive termination and this Article 9 Section 8.01 shall survive not limit any covenant or agreement of the Parties hereto which by its terms contemplates performance after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Insight Communications Co Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 Section 6.05 shall survive the Effective TimeTime indefinitely and those set forth in Sections 6.03(c), 6.08, 6.11, 8.02, 8.05 and this Article IX shall survive termination of this Agreement indefinitely unless a different period is set forth in any such Section.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hub International LTD)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)9.01, as the case may be, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 that by their terms contemplate performance at or after the Effective Time shall survive the Effective TimeTime and those set forth in Section 7.03(b), Section 9.02 and Section 9.05 and this Article X shall survive termination.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beTime, except that the for those covenants and agreements (a) set forth in Articles 1 II and 2 III, Sections 8.05 and Sections 6.3(b)8.12, 6.5, 6.6, 6.9 and 6.11 Articles X and this Article 9 shall survive XI and (b) that by their terms are to be performed in whole or in part after the Effective Time.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the agreements set forth in Article 1, Section 6.6 and Articles 1 8 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.Time and those set forth in Section 6.3, 45
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindercare Learning Centers Inc /De)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate instrument delivered pursuant hereto shall terminate at the Effective Time of the Acquisition Merger or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)10.1, as the case may be, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 Section 8.6 shall survive the Effective TimeTime of the Acquisition Merger and those set forth in Sections 8.3, 10.3 and this Section 11.1 shall survive termination of this Agreement.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered 44 pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the covenants and agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 6.8, 6.10, 8.3, Article IX and 6.11 and any other covenant or agreement in this Article 9 Agreement which contemplates performance after the Effective Time shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pegasus Solutions Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties warranties, covenants and agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or or, except as provided in Section 8.2, upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the agreements set forth parties which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including those contained in Articles 1 and 2 and Sections 6.3(b), 6.5, Section 6.6, 6.9 Section 6.9, Section 8.2 and 6.11 and this Article 9 shall survive the Effective TimeSection 8.3.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and or in any certificate instrument delivered pursuant hereto to this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)7.1, as the case may be, except that the agreements set forth in Articles 1 and 2 Article I and Sections 6.3(b), 6.5, 6.6, 6.9 4.4 and 6.11 5.12 and this Article 9 VIII shall survive the Effective Time, and those set forth in Sections 5.7 and 7.2 and this Article VIII and the Confidentiality Agreement shall survive termination.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beTime, except that the agreements set forth in Articles 1 and 2 and 3, Sections 6.3(b)7.06, 6.57.16, 6.6, 6.9 7.17 and 6.11 7.19 and this Article 9 10 shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b)6.01, 6.56.04, 6.66.05, 6.9 and 6.11 6.06 and this Article 9 IX shall survive the Effective TimeTime and those set forth in Sections 8.02 and 8.05 and this Article IX shall survive termination.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pathogenics, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including, without limitation, those contained in Section 6.8 and Section 6.11.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Univision Communications Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the covenants and agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.66.7, 6.9 8.3, Article IX and 6.11 and any other covenant or agreement in this Article 9 Agreement which contemplates performance after the Effective Time shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MPW Industrial Services Group Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beTime, except that the agreements set forth in Articles 1 I and 2 II, Sections 6.05 and Sections 6.3(b)6.12, 6.5, 6.6, 6.9 and 6.11 and this Article 9 IX shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sino Gas International Holdings, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b6.03 (with respect to confidentiality), 6.56.05, 6.66.08, 6.9 and 6.11 6.10 and this Article 9 IX shall survive the Effective TimeTime and those set forth in Sections 6.03(b), 8.02 and 8.05 and this Article IX shall survive termination.
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Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including, without limitation, those contained in Section 6.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smart & Final Inc/De)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties warranties, covenants and agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or or, except as provided in Section 8.2, upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the agreements set forth parties which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including those contained in Articles 1 and 2 and Sections 6.3(b), 6.5, Section 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.Section 6.9
Appears in 1 contract
Samples: Agreement and Plan of Merger
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the agreements set forth in Article 1, Section 6.6 and Articles 1 8 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective TimeTime and those set forth in Section 6.3, Section 6.8(a), Section 8.3 and Articles 8 and 9 shall survive termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KCLC Acquisition Corp)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beTime, except that the agreements set forth in Articles 1 I and 2 II, Section 6.05, Section 6.07 and Sections 6.3(b)Section 6.14, 6.5, 6.6, 6.9 and 6.11 and this Article 9 IX shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lj International Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 6.04(b) and 6.11 6.07 and this Article 9 IX shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cti Molecular Imaging Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties warranties, covenants and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that (a) as otherwise expressly provided for in Section 8.04(a), and (b) the agreements set forth in Articles 1 and 2 and Sections 6.3(bArticle I, Article II, Section 6.03(b), 6.5Section 6.07, 6.6Section 6.20, 6.9 and 6.11 Article VIII and this Article 9 X shall survive the Effective Time.
Appears in 1 contract
Samples: Business Combination Agreement (Cambridge Capital Acquisition Corp)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time or upon the and termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beArticle VIII, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 6.05 and 6.11 6.12 and this Article 9 IX shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Noah Education Holdings Ltd.)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time or upon the and termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beArticle VIII, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(bSection 6.05, Section 6.07(c), 6.5Section 6.07(d), 6.6Section 6.09(b), 6.9 Section 6.09(c) and 6.11 Section 6.13 and this Article 9 IX shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Homeinns Hotel Group)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beTime, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 6.05 and 6.11 and this Article 9 6.08 shall survive the Effective TimeTime indefinitely.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time or upon the and termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beArticle VIII, except that this Section 9.01 shall not limit any covenant or agreement of the parties hereto that by its terms contemplates performance after the Effective Time or termination of this Agreement, including the agreements set forth in Articles 1 Article I and 2 and Sections 6.3(b)Article II, 6.5, 6.6, 6.9 and 6.11 Section 6.06 and this Article 9 shall survive the Effective TimeArticle IX.
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Non-Survival of Representations, Warranties and Agreements. The representations, warranties warranties, covenants and agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or or, except as provided in Section 8.2, upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive parties which by its terms contemplates performance after the Effective Time.Time or after termination of this Agreement, including those contained in Section 6.6 and Section 6.9. Section 9.2
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that this Section 9.01 shall not limit any covenant or agreement of the agreements set forth parties which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including, without limitation, those contained in Articles 1 and 2 and Sections 6.3(b)Section 6.08, 6.5Section 6.11, 6.6Section 8.02, 6.9 and 6.11 Section 8.05 and this Article 9 shall survive the Effective TimeIX.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the agreements set forth in Articles 1 Article II, Section 6.8 and 2 and Sections 6.3(b), 6.5, 6.6, Section 6.9 and 6.11 and this Article 9 shall survive the Effective TimeTime and those set forth in Sections 6.5 and 9.3 shall survive termination.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The Except as set forth in Section 8.2, the representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)Article VIII of this Agreement, as the case may be, except that this Section 9.11 shall not limit any covenant or agreement of the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive Parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including those contained in Section 6.12.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gilat Satellite Networks LTD)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and those set forth in Sections 6.3(b), 6.5, 6.6, 6.9 8.02 and 6.11 8.05 and this Article 9 IX shall survive the Effective Timetermination.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (StemGen, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01 hereof, as the case may be, except that the agreements set forth in Articles 1 Section 8.01(e) and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 Section 9.02 hereof shall survive termination and this Article 9 Section 9.01 shall survive not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beTime, except that the for those covenants and agreements (a) set forth in Articles 1 Article II and 2 Article III, Section 7.05 and Sections 6.3(b)Section 7.12, 6.5, 6.6, 6.9 and 6.11 Article IX and this Article 9 shall survive X and (b) that by their terms are to be performed in whole or in part after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synutra International, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 8.2, 8.3 and this Article 9 IX shall survive the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Innovation Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties warranties, covenants and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time or upon the and termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beARTICLE VIII, except that this Section 9.01 shall not limit any covenant or agreement of the parties hereto that by its terms contemplates performance after the Effective Time or termination of this Agreement, including the agreements set forth in Articles 1 ARTICLE I and 2 and Sections 6.3(b)ARTICLE II, 6.5Section 6.05, 6.6, 6.9 and 6.11 Section 6.12 and this Article 9 shall survive the Effective TimeARTICLE IX.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nord Anglia Education, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the agreements set forth parties which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including, without limitation, those contained in Articles 1 and 2 and Sections 6.3(b), 6.56.4, 6.6, 6.9 6.8, 6.10, 6.11, 6.12, 6.18 and 6.11 and this Article 9 shall survive the Effective Time6.20.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chris Craft Industries Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)7.01 hereof, as the case may be, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 Section 8.02 hereof shall survive termination and this Article 9 Section 8.01 shall survive not limit any covenant or agreement of the parties hereto that by its terms contemplates performance after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Altrust Financial Services Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b)6.05, 6.56.08, 6.6, 6.9 and 6.11 6.15 and this Article 9 IX shall survive the Effective TimeTime and those set forth in Sections 8.02 and 8.05 and this Article IX shall survive termination.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digerati Technologies, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time or upon the and termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beArticle VIII, except that this Section 9.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time or termination of this Agreement, including the agreements set forth in Articles 1 Article I and 2 and Sections 6.3(bArticle II, Section 6.03(c), 6.5Section 6.05, 6.6Section 6.10, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.Section 6.18,
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Zenix Auto International LTD)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b6.04(b), 6.56.06, 6.66.07, 6.9 and 6.11 6.10, 6.13 and this Article 9 IX shall survive the Effective TimeTime and those set forth in Sections 6.04(b), 8.02 and 8.05 and this Article IX shall survive termination of this Agreement.
Appears in 1 contract
Samples: Exhibit 1 (Agile Software Corp)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)9.1, as the case may be, except that the agreements set forth in Articles 1 Article III and 2 Section 7.5 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 Section 7.6 shall survive the Effective TimeTime and those set forth in Section 7.2(b), Section 9.2 and Section 9.3 and the Confidentiality Agreement in accordance with its terms shall survive termination of this Agreement. SECTION 10.2.
Appears in 1 contract
Samples: Exhibit 1 Agreement and Plan of Merger (Safeway Inc)
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the agreements set forth as provided in Articles 1 and 2 and Sections 6.3(bSection 8.2(a), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)SECTION 8.01, as the case may be, except that for the agreements set forth in Articles 1 I and 2 II and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 SECTION 6.02 and this Article 9 IX shall survive the Effective TimeTime and those set forth in SECTIONS 8.02 and 8.05 and this Article IX shall survive termination.
Appears in 1 contract
