Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 39 contracts
Samples: Agreement and Plan of Merger (Transphorm, Inc.), Agreement and Plan of Merger (Rover Group, Inc.), Agreement and Plan of Merger (New Relic, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective termsTime.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Senstar Technologies Ltd.), Agreement and Plan of Merger (Gilat Satellite Networks LTD), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Survival of Representations, Warranties and Covenants. The representations, representations and warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Ultra Clean Holdings, Inc.), Agreement and Plan of Merger (Ultra Clean Holdings, Inc.), Agreement and Plan of Merger
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Neophotonics Corp), Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Cohu Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Keurig Green Mountain, Inc.), Agreement and Plan of Merger (Receptos, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent Company and Merger Sub the Buyer Parties contained in this Agreement will terminate at the Effective TimeClosing, except that any covenants that by their terms survive the Effective Time Closing will survive the Effective Time Closing in accordance with their respective terms.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (HireRight Holdings Corp), Agreement and Plan of Merger (Restaurant Brands International Limited Partnership), Agreement and Plan of Merger (Carrols Restaurant Group, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement or in any certificate delivered pursuant to this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Perficient Inc), Agreement and Plan of Merger (Kaleyra, Inc.), Agreement and Plan of Merger (Quotient Technology Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Darden Restaurants Inc), Agreement and Plan of Merger (Paya Holdings Inc.), Agreement and Plan of Merger (Natus Medical Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will or are to be performed (in whole or in part) following the Effective Time shall survive the Effective Time in accordance with their respective terms.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Shockwave Medical, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will or are to be performed (in whole or in part) following the Effective Time shall survive the Effective Time in accordance with their respective termsterms until fully performed.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Intermolecular Inc), Agreement and Plan of Merger (Raptor Pharmaceutical Corp)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent Newco and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Vista Equity Partners Fund III LP), Agreement and Plan of Merger (Sumtotal Systems Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that (a) the representations, warranties, covenants and agreements contained in Section 3.28 and Section 4.13 will not terminate, and (b) any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Sumo Logic, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent Parent, Merger Sub and Merger Sub LLC contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Oclaro, Inc.), Agreement and Plan of Merger (Micrel Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained the Purchaser set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Appointment Time, except that any and only the covenants that by their terms survive the Effective Appointment Time will shall so survive the Effective Time in accordance with their respective termsAppointment Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and the Merger Sub contained Subs set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Thinkorswim Group Inc.), Agreement and Plan of Merger (NetApp, Inc.), Agreement and Plan of Merger (Td Ameritrade Holding Corp)
Survival of Representations, Warranties and Covenants. The representations, representations and warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.), Agreement and Plan of Merger (Midas Inc), Agreement and Plan of Merger (McCormick & Schmicks Seafood Restaurants Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will shall terminate at at, and shall not survive, the Merger Effective Time, except that any and only the covenants that by their terms are to be performed after the Merger Effective Time shall so survive the Effective Time will survive the Merger Effective Time in accordance with their respective terms.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Brookfield Property Partners L.P.), Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (GGP Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that (a) the representations and warranties contained in Section 3.28 and Section 4.13 will not terminate, and (b) any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alteryx, Inc.), Agreement and Plan of Merger (Momentive Global Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties warranties, covenants and covenants agreements of the Company, Parent and Merger Sub contained in this Agreement or in any certificate delivered pursuant to this Agreement will terminate at the Effective Time, except that any covenants or agreements that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vitamin Shoppe, Inc.), Agreement and Plan of Merger (Liberty Tax, Inc.)
Survival of Representations, Warranties and Covenants. The ----------------------------------------------------- representations, warranties and covenants of the CompanyParent, Parent and Merger Sub contained and the Company set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will (including, without limitation, the terms of Section 6.19 hereof) shall survive the Effective Time in accordance with their respective terms.Time. ------------
Appears in 2 contracts
Samples: Exhibit 1 (Peregrine Systems Inc), Agreement and Plan of Merger (Remedy Corp)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except provided however that any the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective termsTime.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercury Interactive Corp), Iv Agreement and Plan of Merger (Hewlett Packard Co)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will shall terminate at at, and shall not survive, the Effective Time, except that any and only the covenants that by their terms survive are to be performed after the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rouse Properties, Inc.), Agreement and Plan of Merger (Brookfield Asset Management Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement or in any certificate delivered pursuant to this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive or contemplate performance at or following the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Oak Street Health, Inc.)
Survival of Representations, Warranties and Covenants. The representations, representations and warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall not survive the Merger and shall terminate at the Effective Time, except that any and only the specific covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Agreement of Merger (Mellanox Technologies, Ltd.), Agreement of Merger (Ezchip Semiconductor LTD)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms. The Guarantee shall survive the termination of this Agreement in accordance with its terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley Telephone Co., LLC), Agreement and Plan of Merger (Knology Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Market Leader, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except and only the covenants that any covenants contemplate performance after the Effective Time or that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent Absolute and Merger Sub Purchaser contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and the Merger Sub Subs contained in this Agreement will terminate at the Company Merger Effective Time, except that any covenants that by their terms survive the Company Merger Effective Time will survive the Company Merger Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fathom Digital Manufacturing Corp)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except for Sections 3.28 and 4.11 and that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sierra Oncology, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time or are contemplated to be performed following the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the CompanyParent, Parent and Merger Sub contained and the Company set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will (including, without limitation, the terms of SECTION 6.19 hereof) shall survive the Effective Time in accordance with their respective termsTime.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Peregrine Systems Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties warranties, covenants and covenants agreements of the Company, Parent and Merger Sub contained in this Agreement will or in any schedule or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, except that any and only those covenants and agreements contained in this Article X, the agreements of the Company, Parent and Merger Sub contained in Article II and those covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent Newco and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective termsTime.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.. 9.2
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties warranties, covenants and covenants agreements of the Company, Parent and Merger Sub contained in this Agreement or in any schedule, certificate, instrument or other document delivered pursuant to this Agreement will terminate at the Effective Time, except that any covenants or agreements that by their terms survive the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronics for Imaging Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent Investor and Merger Acquisition Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Omnivision Technologies Inc)
Survival of Representations, Warranties and Covenants. The representations, representations and warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.. AGREEMENT AND PLAN OF MERGER
Appears in 1 contract
Samples: Agreement and Plan of Merger (Williams Controls Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent, Proton Parent and Merger Sub contained in this Agreement or in any certificate delivered pursuant to this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants and agreements that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.. 102
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tufin Software Technologies Ltd.)
Survival of Representations, Warranties and Covenants. The representations, representations and warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.. 11.2
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants covenants, obligations and agreements of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that this Article IX, Section 6.10, Section 6.11 and any covenants other covenants, obligations and agreements that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except for Section 3.27 and Section 4.10 and that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Activision Blizzard, Inc.)
