Common use of SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC Clause in Contracts

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the each Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity indemnity, reimbursement and contribution agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesUnits. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity indemnity, reimbursement and contribution agreements contained in Section Sections 8 and 10 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentSelling stockholders and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the CompanySelling stockholders, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 Section 8 or Section 10, the indemnity and contribution agreements contained in Section 8 and the indemnities, covenants, agreements, representations, warranties set and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agentseveral Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares and Warrants. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesUnits. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity indemnity, reimbursement and contribution agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesSecurities and the Delayed Exercise Warrant Shares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesUnits. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Public Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity indemnity, reimbursement and contribution agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesUnits. Notwithstanding any termination or purported termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 109, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentSelling Stockholders and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the CompanySelling Stockholders, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 Section 8 or Section 10, the indemnity and contribution agreements contained in Section 8 and the indemnities, covenants, agreements, representations, warranties set and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares and Warrants. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Closing Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the CompanyPurchaser, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution and reimbursement agreements contained in Section Sections 8 and 10 and the covenants, representations, representations and warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Firm Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agentseveral Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares and Warrants. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 Section 8 or Section 10, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times...

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriters, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall will survive delivery of and payment for the Notes and the issuance of the other Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 7 and the covenants, representations, warranties set forth in this Agreement shall will not terminate and shall will remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any the Placement Agent, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Public Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity indemnity, reimbursement and contribution agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and Company, the Placement Agent, and the QIU, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the QIU, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement and the Subscription Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesUnits. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the any Placement Agent, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections SECTIONS 9 or 10, the indemnity and contribution agreements contained in Section SECTION 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriters, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the any Placement Agent, the Company, the Purchasers or any person Person controlling any of them and shall survive delivery of and payment for the SecuritiesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the indemnities, covenants, agreements, representations, warranties set and other statements forth in Sections 3, 6, 8, and 10 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the CompanyPurchasers, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution and reimbursement agreements contained in Section Sections 8 and 10 and the covenants, representations, representations and warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity indemnity. reimbursement and contribution agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity indemnity, reimbursement and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the each Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity indemnity, contribution and contribution reimbursement agreements contained in Section Sections 8 and 10, respectively, and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesUnits. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections Section 9 or 10hereof, the indemnity and contribution agreements contained in Section 8 and the indemnities, contribution, covenants, agreements, representations, warranties set and other statements forth in this Agreement Sections 3, 6, 8, and 10 hereof and Sections 11 through 20, inclusive, hereof shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agentseveral Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 Section 8 or 10, the indemnity indemnity, reimbursement and contribution agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties and other statements set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person Person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the -34- Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers Purchaser or any person controlling any of them and shall survive delivery of and payment for the SecuritiesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections SECTIONS 9 or 10, the indemnity and contribution agreements contained in Section SECTION 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the any Placement Agent, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the payment obligations contained in Section 5, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 10 or 1011, the indemnity and contribution agreements contained in Section Sections 6, 8 and the covenants, representations, warranties set forth in this Agreement 11 shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any 26 Exhibit 1.1 termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution agreements contained in Section 8 and the indemnities, covenants, representations, warranties set agreements and other statements forth in Sections 5, 7 and 9 and Sections 11 through 20, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriters, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 Section 8 or 10Section 9, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 10 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriters, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares . Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentUnderwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesUnits. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution and reimbursement agreements contained in Section Sections 8 and 10 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the SecuritiesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers Purchaser or any person controlling any of them and shall survive delivery of and payment for the SecuritiesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the indemnities, contribution, covenants, agreements, representations, warranties set and other statements forth in Sections 3, 6, 8, and 10 and Sections 11 through 20, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution and reimbursement agreements contained in Section Sections 8 and 10 and the covenants, representations, representations and warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity indemnity, contribution and contribution reimbursement agreements contained in Section Sections 8 and 10 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agentseveral Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the SecuritiesShares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 Section 8 or 10, the indemnity indemnity, reimbursement and contribution agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties and other statements set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.