Common use of Non-Merger Clause in Contracts

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements shall not merge on and shall survive the Closing and, notwithstanding such Closing, or any investigation made by or on behalf of any Party, shall continue in full force and effect. Closing shall not prejudice any right of one Party against any other Party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements or in respect of any right to damages or other remedies.

Appears in 6 contracts

Sources: Share Purchase Agreement (Teleplus Enterprises Inc), Share Purchase Agreement (Teleplus Enterprises Inc), Share Purchase Agreement (Teleplus Enterprises Inc)

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenantsrepresentations, representations warranties, covenants and warranties of the Parties contained in this Agreement and the Ancillary Agreements agreements shall not merge on and shall survive the Closing and, notwithstanding such Closing, Closing or any investigation made by or on behalf of any Partyparty, shall continue in full force and effect. Closing shall not prejudice any right of one Party against any other Party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements or in respect of any right to damages or other remedies.

Appears in 4 contracts

Sources: Asset Purchase Agreement, Share Purchase Agreement, Purchase Agreement

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements shall not merge on and shall survive the Closing and, notwithstanding such Closing, or Closing and any investigation made by or on behalf of any Party, shall continue in full force and effect. Closing shall not prejudice any right of one Party against any other Party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements or in respect of any right to damages or other remedies.

Appears in 4 contracts

Sources: Arrangement Agreement, Share Purchase Agreement (Liminal BioSciences Inc.), Share Purchase Agreement (Hostess Brands, Inc.)

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties parties contained in this Agreement and the Ancillary Agreements shall not merge on and shall survive the Closing Closing, and, notwithstanding such Closing, or any investigation made by or on behalf of any Partyparty, shall continue in full force and effect. Closing shall not prejudice any right of one Party party against any other Party party in respect of anything done or omitted admitted hereunder or under any of the Ancillary Agreements or in respect of any right to damages or other remedies.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Worldwide Promotional Products Corp), Asset Purchase Agreement (Worldwide Promotional Products Corp)

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations representations, warranties and warranties other provisions of this Agreement will not merge on Closing but will survive (a) the Parties contained in execution, delivery and performance of this Agreement and any related transfer or conveyance documents, (b) the Ancillary Agreements shall not merge on and shall survive the Closing and, notwithstanding such Closing, and (c) the payment of the Purchase Price. Notwithstanding such Closing or any investigation made by or on behalf of any Party, shall this Agreement will continue in full force and effect. Closing shall will not prejudice any right of one Party against any other Party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements this Agreement or in respect of any right to damages Damages or other remediesremedies set forth in this Agreement.

Appears in 1 contract

Sources: Share Purchase Agreement (Enthusiast Gaming Holdings Inc. / Canada)

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements shall not merge on and shall survive the Closing for the periods specified in Section 9.01 and, notwithstanding such Closing, or any investigation made by or on behalf of any Party, shall continue in full force and effect. Closing shall not prejudice any right of one Party against any other Party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements or in respect of any right to damages or other remedies.

Appears in 1 contract

Sources: Share Purchase Agreement (Software Ag Systems Inc)

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties parties contained in this Agreement and the Ancillary Agreements shall not merge on and shall survive the Closing andand the making of any Accommodation, and notwithstanding such ClosingClosing or Accommodation, or any investigation made by or on behalf of any Partyparty, shall continue in full force and effect. Neither the Closing nor the making of any Accommodation shall not prejudice any right of one Party party against any other Party party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements or in respect of any right to damages or other remedies.

Appears in 1 contract

Sources: Credit Agreement (Aas Capital Corp)

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements shall not merge on and shall survive the Closing and, notwithstanding such Closing, or any investigation made by or on behalf of any Party, shall continue in full force and effect. Closing Except as otherwise expressly provided in this Agreement, closing shall not prejudice any right of one Party against any other Party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements or in respect of any right to damages or other remedies.

Appears in 1 contract

Sources: Share Purchase Agreement (Microframe Inc)

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements shall not merge on on, and shall survive survive, the Closing and, notwithstanding such Closing, Closing or any investigation made by or on behalf of any Party, shall continue in full force and effect. Closing shall not prejudice any right of one Party against any other Party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements this Agreement or in respect of any right to damages or other remedies.

Appears in 1 contract

Sources: Acquisition Agreement

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements shall not merge on and shall survive the Closing and, notwithstanding such Closing, or any investigation made by or on behalf of any Party, shall continue in full force and effect. Closing shall not prejudice any right of one Party against any other Party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements or in respect of any right to damages or other remedies.The Closing

Appears in 1 contract

Sources: Share Purchase Agreement (International Alliance Services Inc)

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements herein shall not merge on and shall survive the Closing. Notwithstanding the Closing and, notwithstanding such Closing, or any investigation made by or on behalf of any Party, the covenants, representations and warranties shall continue in full force and effect. Closing shall not prejudice any right of one Party against any other Party the others in respect of anything done or omitted hereunder or under any of the Ancillary Agreements this Agreement or in respect of any right to damages or other remedies.

Appears in 1 contract

Sources: Loan Agreement (Garmatex Holdings Ltd.)

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements shall not merge on and shall survive the Closing and, notwithstanding such Closing, or any investigation made by or on behalf of any Party, and shall continue in full force and effect. Closing shall not prejudice any right of one Party against any other Party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements or in respect of any right to damages or other remedies.///

Appears in 1 contract

Sources: Shareholders Agreement (Pure Play Media Holdings, Inc.)

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements shall not merge on and shall survive the Closing and, notwithstanding such Closing, or any investigation made by or on behalf of any Party, shall continue in full force and effect. Closing shall not prejudice any right of one Party against any other Party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements or in respect of any right to damages or other remedies.

Appears in 1 contract

Sources: Share Purchase Agreement (American International Petroleum Corp /Nv/)

Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements shall not merge on and shall survive the Closing and, notwithstanding such Closing, or any investigation made by or on behalf of any Party, shall continue in full force and effect. The Closing shall not prejudice any right of one Party against any other Party in respect of anything done or omitted hereunder or under any of the Ancillary Agreements or in respect of any right to damages or other remedies.

Appears in 1 contract

Sources: Asset Purchase Agreement (Nutramax Products Inc /De/)