Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the Effective Time.
Appears in 75 contracts
Samples: Agreement and Plan of Merger (Rain Oncology Inc.), Agreement and Plan of Merger (Jounce Therapeutics, Inc.), Agreement and Plan of Merger (Xylem Inc.)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. Except for any covenant or agreement that by its terms contemplates performance after the Effective Time, other than those none of the covenants or and agreements of the parties which by their terms apply, or are to be performed in whole or in part, after contained this Agreement shall survive the Effective Time.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (ExOne Co), Agreement and Plan of Merger (Desktop Metal, Inc.), Agreement and Plan of Merger (Flir Systems Inc)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which by their terms apply, or are to be performed in as a whole or in part, after the Effective Time.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Knowles Corp), Agreement and Plan of Merger (Ingredion Inc)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, Time (other than those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the Effective Time).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (ATN International, Inc.), Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Agreement and Plan of Merger (Alaska Communications Systems Group Inc)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than except for those covenants or and agreements of the parties contained herein and therein which by their terms apply, or are to be performed apply in whole or in part, part after the Effective TimeTime or to a termination of this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization and Merger (Western Sierra Bancorp), Agreement and Plan of Reorganization and Merger (Bank Holdings), Shareholder’s Agreement (1st Pacific Bancorp)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which by their express terms apply, or are to be performed in whole or in part, after the Effective Time.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Iberiabank Corp), Agreement and Plan of Merger (Iberiabank Corp), Agreement and Plan of Merger (Iberiabank Corp)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or and agreements in this Agreement or in any exhibit, schedule or instrument delivered pursuant to this Agreement shall survive beyond the Effective Time, other than except for those covenants or and agreements of the parties which contained herein and therein that by their terms apply, apply or are to be performed in whole or in part, part after the Effective TimeTime and this Article IX.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Price Legacy Corp), Agreement and Plan of Merger (Security Capital Group Inc/), Agreement and Plan of Merger (JDN Realty Corp)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, other than except for those covenants or and agreements of the parties which contained herein and therein (including Section 5.06) that by their terms apply, apply or are to be performed in whole or in part, part after the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (Image Entertainment Inc)
Nonsurvival of Representations and Warranties. None of the representationsrepresentations and warranties in this Agreement or in any schedule, warranties, instrument or other document delivered pursuant to this Agreement shall survive the Effective Time. None of the covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than except for those covenants and agreements contained herein or agreements of the parties which therein that by their terms apply, apply or are to be performed in whole or in part, part after the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mobility Electronics Inc), Agreement and Plan of Merger (Nac Re Corp), Agreement and Plan of Merger (Igo Corp)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or and agreements in this Agreement or in any instrument delivered pursuant to this Agreement Agreement, nor any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, other than except for those covenants or and agreements of the parties which contained herein and therein that by their terms apply, apply or are to be performed in whole or in part, part after the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Shenandoah Telecommunications Co/Va/), Agreement and Plan of Merger (Ntelos Holdings Corp.), Agreement and Plan of Merger (Pre Paid Legal Services Inc)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties hereto which by their terms apply, or are to be performed in whole or in part, after the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Planar Systems Inc), Agreement and Plan of Merger (Stec, Inc.), Agreement and Plan of Merger (Stec, Inc.)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which that by their terms apply, or are to be performed in whole or in part, after the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Mid-Con Energy Partners, LP)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants covenants, obligations or agreements in this Agreement or in any certificate or instrument delivered pursuant to this Agreement Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations or agreements shall survive the Effective Time, other than those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (JR Resources Corp.), Agreement and Plan of Merger (Dakota Territory Resource Corp), Agreement and Plan of Merger (Red Lion Hotels CORP)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or and agreements in this Agreement or in any instrument delivered pursuant to this Agreement (including any rights arising out of any breach of such representations, warranties, covenants and agreements) shall survive the Effective Time, other than except for those covenants or and agreements of the parties which contained herein and therein that by their terms apply, apply or are to be performed in whole or in part, part after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oshkosh B Gosh Inc), Agreement and Plan of Merger (Carters Inc)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument document delivered pursuant to this Agreement shall survive the Effective Time, other than except for those representations, warranties, covenants or agreements of the parties which that by their terms apply, apply or are to be performed performed, in whole or in part, after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Healthcare Corp), Agreement and Plan of Merger (National Health Realty Inc)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. Except for any covenant or agreement that by its terms contemplates performance after the Effective Time, other than those none of the covenants or and agreements of the parties which by their terms apply, or are to be performed in whole or in part, after contained this Agreement shall survive the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hawaiian Electric Co Inc), Agreement and Plan of Mergerby (Nextera Energy Inc)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or and agreements in this Agreement or in any schedule or instrument delivered pursuant to this Agreement shall survive beyond the Effective Time, other than except for those covenants or and agreements contained in this Article IX, the agreements of the Company, Parent and Merger Sub contained in Articles I and II and those other covenants and agreements of the parties which by their terms apply, apply or are to be performed in whole or in part, contemplate performance after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Simcere Pharmaceutical Group), Agreement and Plan of Merger (Ren Jinsheng)
Nonsurvival of Representations and Warranties. None of the --------------------------------------------- representations, warranties, covenants or and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than except for those covenants or and agreements of the parties contained herein and therein which by their terms apply, or are to be performed apply in whole or in part, part after the Effective Time, including without limitations those covenants and agreements contained in the Confidentiality Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv), Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties set forth in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Effective Time, other than except for those covenants or and agreements of the parties contained herein and therein which by their terms apply, apply or are to be performed in whole or in part, part after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Atlantic Holdings Corp), Agreement and Plan of Merger (National Atlantic Holdings Corp)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Initial Effective Time, other than those covenants or agreements of the parties which that by their terms apply, or are to be performed in whole or in part, after the Initial Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kodiak Gas Services, Inc.), Agreement and Plan of Merger (Kodiak Gas Services, Inc.)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or and agreements in this Agreement or in any instrument or certificate delivered pursuant to this Agreement shall will survive the Effective Time, other than those except the covenants or and agreements contained in Article 2 and Article 8 and Section 5.4, each of the parties which by their terms apply, or are to be performed will survive in whole or in part, after the Effective Timeaccordance with its terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roadway Corp), Agreement and Plan of Merger (Arnold Industries Inc)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants covenants, or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the Effective Time.. Section 9.2
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sharps Compliance Corp)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties Parties which by their terms apply, or are to be performed in whole or in part, after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Watson Wyatt Worldwide, Inc.)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement (other than those set forth in Sections 3.23 and 4.12 (No Other Representations) hereof) or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Foundation Building Materials, Inc.)
Nonsurvival of Representations and Warranties. None of the --------------------------------------------- representations, warranties, covenants or and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than except for those covenants or and agreements of the parties contained herein and therein which by their terms apply, or are to be performed apply in whole or in part, part after the Effective TimeTime or to a termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (United Security Bancshares)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which by their terms apply, or are to be performed performed, in whole or in part, after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Miromatrix Medical Inc.)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than except for those covenants or and agreements of the parties contained herein and therein which by their terms apply, or are to be performed apply in whole or in part, part after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kurzweil Applied Intelligence Inc /De/)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the Effective Time, which shall survive in accordance with their respective terms. Notwithstanding anything to the contrary set forth in this Agreement, no party to this Agreement shall be precluded from bringing a claim for Fraud.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Duckhorn Portfolio, Inc.)
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants representations and warranties made by the Company or agreements Fund in this Agreement or in any instrument delivered pursuant to certificate or schedule furnished hereunder shall survive the Effective Time. None of the covenants or agreements in this Agreement shall survive the Effective Time, other than except for those covenants and agreements contained herein or agreements of the parties which therein that by their terms apply, apply or are to be performed in whole or in part, part after the Effective Time.
Appears in 1 contract
Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement (other than those set forth in Section 3.24 and Section 4.12 hereof) or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the Effective Time.
Appears in 1 contract
