Common use of Nonsurvival of Representations and Warranties Clause in Contracts

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither the Company, Parent, Sub, nor any officer, director or employee or stockholder of any of them shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the Merger.

Appears in 4 contracts

Samples: Merger Agreement (Quintiles Transnational Corp), Agreement and Plan of Merger (Pharmaceutical Marketing Services Inc), Agreement and Plan of Merger (Walsh International Inc \De\)

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Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will shall be extinguished on consummation of the Merger and neither the Company, Parent, Sub, no party hereto nor any officer, director or employee or stockholder of any of them shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Somanta Pharmaceuticals Inc.), Agreement and Plan of Merger (Access Pharmaceuticals Inc)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither none of the Company, Parent, SubBuyer and MergerCo, nor any officer, director or employee or stockholder of any of them shareholder thereof shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 10.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Invacare Corp), Agreement and Plan of Merger (Invacare Corp)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither none of the Company, Parent, SubBuyer and MergerCo, nor any officer, director or employee or stockholder of any of them shareholder thereof shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 10.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the Merger.. 10.2

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Signature Brands Usa Inc)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither the Company, the Parent, Merger Sub, nor any officer, director or employee or stockholder shareholder of any of them shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 shall not limit any covenant or agreement of the parties which that by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Axys Pharmaceuticals Inc)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither the Company, Parent, Sub, any Subsidiary nor any officer, director or employee or stockholder of any of them shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harris Chemical North America Inc), Agreement and Plan of Merger (Imc Global Inc)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither the Company, the Parent, Sub, nor any officer, director or employee or stockholder shareholder of any of them shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the Merger.

Appears in 2 contracts

Samples: Stock Option Agreement (Perkin Elmer Corp), Agreement and Plan of Merger (Perseptive Biosystems Inc)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither the Company, Parent, Sub, Company nor any officer, director or employee or stockholder of any of them shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Prime Service Inc), Agreement and Plan of Merger (Atlas Copco North America Inc)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all Time. All such representations and warranties will be extinguished on consummation upon the Effective Time of the Merger and neither the Company, Parent, Subany of its Subsidiaries, nor any officerof their respective officers, director directors, employees, or employee or stockholder of any of them shareholders shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 shall not limit any covenant or agreement of the parties which that by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Minuteman International Inc), Iv Agreement and Plan of Merger (Minuteman International Inc)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither the Company, Parent, Sub, Company nor any officer, director or employee or stockholder of any of them shareholder shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NXS I LLC), Agreement and Plan of Merger (Amphenol Corp /De/)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither the CompanyAcquisition, ParentIndustrial Scientific, Subany Subsidiary, nor any officer, director or employee or stockholder of any of them shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 7.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McElhattan Kent D), Agreement and Plan of Merger (Industrial Scientific Corp)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will shall be extinguished on consummation of the Merger and neither the Company, Parent, Sub, no party hereto nor any officer, director or employee or stockholder of any of them shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Macrochem Corp), Agreement and Plan of Merger (Access Pharmaceuticals Inc)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all Time. All such representations and warranties will be extinguished on consummation of the Merger and neither the Company, Parent, Sub, any Subsidiary nor any officerof its officers, director directors or employee employees or stockholder of any of them shareholders shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bankers Insurance Group Inc), Agreement and Plan of Merger (Insurance Management Solutions Group Inc)

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Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither the Company, Parent, Sub, any Subsidiary nor any officer, director or employee or stockholder of any of them shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 1 contract

Samples: 8 6 Agreement and Plan of Merger (Bt Office Products International Inc)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation as of the Effective Time of the Merger and neither none of the Company, Parent, SubBuyer and MergerCo, nor any officer, director or employee or stockholder of shareholder thereof, shall have any of them shall be under any liability Liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Travelcenters of America Inc)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will shall be extinguished on consummation of the Merger and neither the Company, Parent, Sub, no party hereto nor any officer, director or employee or stockholder of any of them shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 7.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Macrochem Corp)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will shall be extinguished on consummation of the Merger and neither none of the Company, Parent, Sub, the Buyer and MergerCo nor any officer, director or employee or stockholder of any of them shareholder thereof shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 9.1 shall not limit any covenant or agreement of the parties which that by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Camelot Music Holdings Inc)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all Time. All such representations and warranties will be extinguished on consummation of the Merger and neither the Company, Parent, Sub, any Subsidiary nor any officerof its officers, director directors or employee employees or stockholder of any of them stockholders shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boise Cascade Office Products Corp)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither the Company, Parent, Sub, Company nor any officer, director or employee or stockholder of any of them shareholder shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the Merger.Time. 9.2

Appears in 1 contract

Samples: Agreement and Plan of Merger (Syratech Corp)

Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger and all such representations and warranties will be extinguished on consummation of the Merger and neither the Company, Parent, Sub, Company nor any officer, director or employee or stockholder of any of them shareholder shall be under any liability whatsoever with respect to any such representation or warranty after such time. This Section 8.01 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time of the MergerTime.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Syratech Corp)

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