As to Uniti Sample Clauses

As to Uniti. This Agreement shall be binding upon, and shall inure to the benefit of, and be enforceable by Uniti and its successors. For purposes of this Section 9.1, the term “successor” shall mean any successor to the business or assets of Uniti by operation of law or otherwise, including, without limitation, any person, corporation, partnership, or entity that, directly or indirectly, whether by purchase, merger, consolidation, or otherwise, acquires all or substantially all of the business or assets of Uniti (and each successor to a successor to Uniti). Any such successor shall be deemed to be Uniti for all purposes of this Agreement. In addition to any obligations imposed by law upon any successor, Uniti shall require any successor expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Uniti would be required to perform it if no succession had taken place. A failure of Uniti to obtain the assumption of and agreement to perform this Agreement prior to the effectiveness of any succession shall be a material breach of this Agreement by Uniti. The provisions of this Section 9.1 shall apply to each successor to any successor of Uniti. Notwithstanding the foregoing provisions of this Section 9.1, Uniti and any other predecessor to a successor shall remain, with each successor, jointly and severally liable for all obligations of Uniti hereunder. Except as provided in this Section 9.1, this Agreement shall not be assigned by Uniti, and any purported assignment of this Agreement by Uniti (except as provided in this Section 9.1) shall be void.
Sample 1
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Related to As to Uniti

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Representations and Warranties Regarding the Contracts in the Aggregate Seller represents and warrants, as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

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  • Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

  • REPRESENTATIONS AND WARRANTIES TO SURVIVE DELIVERY All representations, warranties and covenants contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, or by or on behalf of the Company, its officers or directors or any person controlling the Company, and shall survive the acceptance of and payment for any of the Securities.

  • Representations, Warranties, Covenants and Agreements to Survive Delivery All representations, warranties, covenants and agreements of the Company, the Selling Stockholders and the Underwriters herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements contained in Section 8 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter within the meaning of the Act or the Exchange Act, or by or on behalf of the Company or any Selling Stockholder, or any of their officers, directors or controlling persons within the meaning of the Act or the Exchange Act, and shall survive the delivery of the Shares to the several Underwriters hereunder or termination of this Agreement.

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