Common use of Representations, Warranties and Agreements to Survive Clause in Contracts

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 (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

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 (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent any Underwriter or the Company’s officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

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 (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or the Operating Partnership or any of its subsidiaries (including the Bank) Subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement the Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent officers or directors or any person controlling the Company Agent, or either of the Selling Shareholder Transaction Entities or their respective officers or directors, or any representative person controlling either of the Selling Shareholder Transaction Entities and (ii) delivery of and payment for the SecuritiesShares.

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 (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company Transaction Entities or any of its their subsidiaries (including or the Bank) Selling Stockholders submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors or any person controlling the Company or the any person controlling any Selling Shareholder or any representative of the Selling Shareholder Stockholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter, any Forward Seller or its Affiliates, partners, officers, directors and any Forward Purchaser or their Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, any Forward Seller or any Forward Purchaser, its officers or directors, any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder Operating Partnership and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company Company, the Operating Partnership or any of its subsidiaries (including subsidiary of the Bank) Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter, the Forward Purchaser, the Forward Seller or its Affiliates, partners, officers, directors and any of their respective Affiliates or selling agents, any person controlling a Placement Agent such party, its officers or directors, any person controlling the Company or any person controlling the Selling Shareholder or any representative of the Selling Shareholder Operating Partnership and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or the Advisor or any of its their subsidiaries (including or the Bank) Operating Partnership submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors, or the Company, the Advisor, any person controlling the Company Company, the Operating Partnership or the Selling Shareholder Advisor, or any representative of the Selling Shareholder their officers and directors and (ii) delivery of and payment for the Securities.

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

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 (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a the Placement Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a the Placement Agent or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of either of the Company Transaction Entities or any of its their respective subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of an Agent, a Placement Agent Forward Purchaser or its their respective Affiliates, partners, officers, directors and selling agents or selling agents, any person controlling a Placement such Agent or such Forward Purchaser, or the Transaction Entities or their respective officers or trustees, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder Transaction Entities and (ii) delivery of and payment for the SecuritiesShares.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company Company, the Operating Partnership or any of its their respective subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement an Agent or its Affiliates, partners, officers, officers or directors and or selling agents, any person controlling a Placement Agent such Agent, or the Company, the Operating Partnership or their respective officers or directors, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder Operating Partnership and (ii) delivery of and payment for the SecuritiesShares.

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 (including the each Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent any Underwriter or the Company’s officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

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

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of either of the Company Transaction Entities or any of its their respective subsidiaries (including or the Bank) Selling Shareholders submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors or trustees, any person controlling either of the Transaction Entities or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including or officers of the Bank) Selling Stockholder submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement the Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent officers or directors or any person controlling the Agent, the Company or its officers or directors, or any person controlling the Company, or the Selling Shareholder Stockholder or its officers or directors, or any representative of person controlling the Selling Shareholder Stockholder and (ii) delivery of and payment for the SecuritiesShares.

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

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of either of the Company Transaction Entities or any of its their respective subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of an Agent, a Placement Agent Forward Purchaser or its their respective Affiliates, partners, officers, directors and selling agents or selling agents, any person controlling a Placement such Agent or such Forward Purchaser, or the Transaction Entities or their respective officers or directors, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder Transaction Entities and (ii) delivery of and payment for the SecuritiesShares.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including the Bank) submitted pursuant hereto, hereto shall remain operative and in full force and effect effect, regardless of (i) any investigation made by or on behalf of a Placement Agent any Initial Purchaser or its Affiliates, partners, officers, directors and Initial Purchaser Affiliate or selling agents, any person controlling a Placement Agent any Initial Purchaser, its officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

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 (including the Bank) subsidiary submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

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 (including the Bank) Bank submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent or any person controlling the Company Bank or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

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 (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent any Underwriter or the Company’s officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company Company, the Operating Partnership or any of its their subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Initial Purchaser or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Initial Purchaser, its officers or directors, any person controlling the Company or any person controlling the Selling Shareholder or any representative of the Selling Shareholder Operating Partnership and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company Company, the Operating Partnership or any of its their respective subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of an Agent, a Placement Agent Forward Purchaser or its Affiliates, partners, officers, officers or directors and or selling agents, any person controlling a Placement such Agent or Forward Purchaser, or the Company, the Operating Partnership or their respective officers or directors, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder Operating Partnership and (ii) delivery of and payment for the SecuritiesShares.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including the Bank) Selling Shareholders submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates participating in the distribution of the Securities or Affiliated selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors, any person controlling the Company or the Selling Shareholder or any representative of the person controlling any Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including the Bank) submitted pursuant hereto, and the agreements of the Agents shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement an Agent or its Affiliates, partnersselling agents, officers, directors and directors, employees or selling agents, any person controlling a Placement Agent the Agent, or the Company or its officers or member of its Board of Directors, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the SecuritiesShares.

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 (including the BankBanks) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent any Underwriter or the Company’s officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

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 (including the any Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates or letters of officers of either of the Company Transaction Entities or any of its their respective subsidiaries (including or the Bank) Property Managers submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors, or any person controlling the Company or the Selling Shareholder or any representative either of the Selling Shareholder Transaction Entities and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including subsidiaries, or the Bank) Guarantors submitted pursuant hereto, hereto shall remain operative and in full force and effect effect, regardless of (i) any investigation made by or on behalf of a Placement Agent the Initial Purchaser or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent the Initial Purchaser, its officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder Guarantors and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company Transaction Entities or any of its their subsidiaries (including or the Bank) Selling Stockholders submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors, any person controlling the Company or the any person controlling any Selling Shareholder or any representative of the Selling Shareholder Stockholder and (ii) delivery of and payment for the Securities.

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 (including the BankBanks) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates or letters of officers of either the Company Transaction Entities or any of its their respective subsidiaries (including or the Bank) Property Manager submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors, or any person controlling the Company or the Selling Shareholder or any representative either of the Selling Shareholder Transaction Entities and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or Company, any of its subsidiaries (including the Bank) Subsidiaries, the Adviser, the Administrator and the Selling Stockholders submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors or any person controlling the Company or the Selling Shareholder or any representative of Stockholders, as the Selling Shareholder case may be, and (ii) delivery of and payment for the Underwritten Securities.

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

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

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 (including the Bank) submitted pursuant hereto, shall remain operative and in full 24 force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent any Underwriter or the Company's officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company Trust or any of its subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of an Agent, a Placement Agent Forward Purchaser or its their respective Affiliates, partnersselling agents, officers, directors and directors, employees or selling agents, trustees or any person controlling a Placement such Agent or such Forward Purchaser or the Trust or its officers or trustees, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder Trust and (ii) delivery of and payment for the SecuritiesShares.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company Company, Viant LLC, the Selling Shareholders or any of its their respective subsidiaries (including the Bank) submitted pursuant hereto, hereto shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors or any person controlling the Company Company, Viant LLC or the Selling Shareholder or any representative of the Selling Shareholder Shareholders and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of either of the Company Transaction Entities or any of its their respective subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent or any Underwriter, any Forward Seller, any Forward Purchaser, its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, any Forward Seller, any Forward Purchaser, its officers or directors or trustees or any person controlling the Company or the Selling Shareholder or any representative either of the Selling Shareholder Transaction Entities and (ii) delivery of and payment for the SecuritiesShares.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including the Bank) Subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent (A) the Initial Purchaser or any of its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent officers or directors, or any person controlling the Initial Purchaser, or (B) the Company or the Selling Shareholder or any representative of the Selling Shareholder its Affiliates and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representationsrepresenta- tions, warranties and agreements contained in this Agreement, or in certificates of officers of the Company or any of its subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company Transaction Entities or any of its their subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and or selling agents, officers or directors or any person controlling a Placement Agent any Underwriter, or the Transaction Entities or their officers or trustees, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder Transaction Entities and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or the Operating Partnership or any of its subsidiaries (including the Bank) Subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent an Agent, the Forward Purchaser or its their respective Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent officers or directors or any person controlling such Agent or such Forward Purchaser, or either of the Company Transaction Entities or the Selling Shareholder their respective officers or directors, or any representative person controlling either of the Selling Shareholder Transaction Entities and (ii) delivery of and payment for the SecuritiesShares.

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

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of an Agent, a Placement Agent Forward Purchaser or its their respective Affiliates, partnersselling agents, officers, directors and or selling agents, any person controlling a Placement such Agent or such Forward Purchaser or the Company or its officers, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the SecuritiesShares.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company Transaction Entities or any of its their subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement an Agent or its Affiliates, partners, officers, directors and or selling agents, officers or directors or any person controlling a Placement Agent such Agent, or the Transaction Entities or their officers or trustees, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder Transaction Entities and (ii) delivery of and payment for the SecuritiesShares.

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 (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent or its Affiliates, partners, officers, directors and or and/or selling agents, any person controlling a Placement Agent or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including subsidiaries, or the Bank) Guarantors, submitted pursuant hereto, hereto shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Initial Purchaser or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Initial Purchaser, its officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (iiGuarantors, and(ii) delivery of and payment for the Securities.

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 (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a the Placement Agent or its Affiliates, partners, officers, directors and or selling agents, any person controlling a the Placement Agent or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including or variable interest entities or the Bank) Selling Shareholders submitted pursuant hereto, hereto shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors, any person controlling the Company or the Selling Shareholder or any representative of the person controlling any Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including the Bank) submitted pursuant hereto, hereto shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Initial Purchaser or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent any Initial Purchaser or the Company’s officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

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 (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent any Underwriter or the Company’s officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including or the Bank) Selling Shareholder submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter, or its Affiliates, partners, officers, directors and any of their respective Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, or any of their respective officers or directors, any person controlling the Company or the Selling Shareholder or any representative of person controlling the Selling Shareholder and (ii) delivery of and payment for the SecuritiesShares.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or the Manager or any of its their respective subsidiaries (including or the Bank) Selling Stockholder submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors or any person controlling the Company Company, the person controlling the Manager or any person controlling the Selling Shareholder or any representative of the Selling Shareholder Stockholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company Company, the Notes Guarantor or any of its their respective subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Initial Purchaser or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Initial Purchaser, its officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder Notes Guarantor and (ii) delivery of and payment for the Securities.

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

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including the Bank) submitted pursuant hereto, and the agreements of the Agents, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of an Agent, a Placement Agent Forward Purchaser or its Affiliatestheir respective affiliates, partners, officers, directors and or selling agents, officers or directors or any person controlling a Placement such Agent or such Forward Purchaser, or the Company or its officers or directors, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securitiesany Shares or any Confirmation Shares.

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 (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and or selling agents, any person controlling a Placement Agent any Underwriter or the Company's officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the Securities.

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 (including the Bank) submitted pursuant hereto, hereto or in certificates of officers of any of the Selling Stockholders pursuant hereto shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement the Agent or its Affiliates, partners, officers, directors and or selling agents, officers or directors or any person controlling a Placement Agent the Agent, or the Company or its officers or directors, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the SecuritiesShares.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of an Agent, a Placement Agent Forward Seller, a Forward Purchaser or its respective Affiliates, partners, officers, directors and or selling agents, officers or directors or any person controlling a Placement Agent such Agent, Forward Seller or Forward Purchaser, or the Company or its officers or directors, or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii) delivery of and payment for the SecuritiesShares.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of either of the Company Transaction Entities or any of its their respective subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter, Forward Purchaser, Forward Seller or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, Forward Purchaser, Forward Seller, its officers or directors or trustees or any person controlling the Company or the Selling Shareholder or any representative either of the Selling Shareholder Transaction Entities and (ii) delivery of and payment for the SecuritiesSecurities and Underwritten Forward Shares.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of either of the Company or any of its subsidiaries (including the Bank) Transaction Entities submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of an Agent, a Placement Agent Forward Purchaser or its Affiliates, partners, officers, directors and their respective Affiliates or selling agents, any person controlling a Placement such Agent or such Forward Purchaser, or the Transaction Entities or their respective officers or trustees or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder Transaction Entities and (ii) delivery of and payment for the SecuritiesShares.

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of (i) the Company or any of its subsidiaries or (including ii) the Bank) Selling Stockholder or any of its subsidiaries, in each case submitted pursuant hereto, shall remain operative and in full force and effect regardless of (ix) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (iiy) delivery of and payment for the Securities.

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

Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any of its subsidiaries (including or the Bank) Selling Shareholders submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Placement Agent any Underwriter or its Affiliates, partners, officers, directors and Affiliates or selling agents, any person controlling a Placement Agent any Underwriter, its officers or directors, the Company, the Company’s officers and directors who signed the Registration Statement, any person controlling the Company or the Selling Shareholder or any representative of the person controlling any Selling Shareholder and (ii) delivery of and payment for the Securities.

Representations, Warranties and Agreements to Survive. Delivery. -------- All representations, warranties and agreements contained in this Agreement, Agreement or in certificates of officers of the Company or any trustees of its subsidiaries (including the Bank) Trust submitted pursuant hereto, shall remain operative and in full force and effect effect, regardless of (i) any investigation made by or on behalf of a Placement Agent any Initial Purchaser or its Affiliatescontrolling person, partners, officers, directors and or selling agents, any person controlling a Placement Agent by or any person controlling on behalf of the Company Trust or the Selling Shareholder or any representative Company, and shall survive delivery of the Selling Shareholder and (ii) delivery of and payment for Series A Capital Securities to the SecuritiesInitial Purchasers.