Common use of Survival of Representations and Agreements Clause in Contracts

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 and 11(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwritersUnderwriter, the Independent Underwriter Company and the Company Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 55 and 6, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 810, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or any Selling Shareholder, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the UnderwritersUnderwriter. The representations contained in Section 1 and the agreements contained in Sections 5, 76, 8 9, and 11(d) 14 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 11 or 11 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwritersUnderwriter, the Independent Underwriter Company and the Company Selling Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Stockholder submitted pursuant hereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Stockholder, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the UnderwritersUnderwriter. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 78, 8 9, 12, 13 and 11(d) hereof 14 through 19 inclusive shall survive the any termination of this Agreement, including termination pursuant to Section 9 11 or 11 13 hereof.

Survival of Representations and Agreements. All representations ------------------------------------------ and warranties, covenants and agreements of the UnderwritersAgent, the Independent Underwriter Company and the Company Selling Stockholder contained in this Agreement or in certificates of officers Agreement, including representations of the Company or any Subsidiary submitted pursuant heretoand the Selling Stockholder in Section 1 and 2, including the agreements contained in Section Sections 5, the indemnity agreements contained in Section 7 and 9, the contribution agreements contained in Section 810 and the agreements contained in Section 14, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter Agent or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereofthereof or on behalf of the Selling Stockholder, and shall survive delivery of and payment for the Notes Shares to and by the UnderwritersAgent. The representations contained in Section 1 and the agreements contained in Sections 5, 79, 8 12(d) and 11(d) 14 hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of any Selling Stockholder, the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or any Selling Stockholder, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 78, 8 9, 11 and 11(d) 12 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereofthereof or by the Selling Stockholders, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 56, 78, 8 9 and 11(d12(e) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwritersUnderwriter, the Independent Underwriter Company and the Company Selling Shareholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholder submitted pursuant hereto, including the agreements contained in Section 55 and 6, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 810, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Shareholder, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the UnderwritersUnderwriter. The representations contained in Section 1 and the agreements contained in Sections 5, 76, 8 9, and 11(d) 14 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 11 or 11 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company, and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Stockholders submitted pursuant hereto, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or any Selling Stockholder, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 8, 10 and 11(d) 11 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, Underwriters the Independent Underwriter Company and the Company Operating Partnership contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Operating Partnership, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 8, 10 and 11(d) hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Underwriters and the Company and the Guarantors contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, the Guarantors, any of its their respective officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 and 11(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Stockholder submitted pursuant hereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Stockholder, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 78, 8 9, 12, 16 and 11(d) 17 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 10, 11 or 11 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretoAgreement, including the agreements contained in Section 55 hereof, the indemnity agreements contained in Section 7 hereof and the contribution agreements contained in Section 88 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors (including any person who, with his or her consent, is named in the Registration Statement as about to become, and does become, a director of the Company) or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 and 11(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Stockholder submitted pursuant hereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Stockholder, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 78, 8 9, 12 and 11(d) 13 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 10 or 11 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 57, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 810, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, or the Selling Stockholders, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 5, 7, 8 9, 10, 13 and 11(d) 14 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 11, 12 or 11 14 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Stockholders submitted pursuant heretohereto or thereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Stockholders, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 56, 78, 8 9, 11 and 11(d12(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and ------------------------------------------ warranties, covenants and agreements of the Underwriters, the Independent Underwriter Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretoAgreement, including the agreements contained in Section 55 hereof, the indemnity agreements contained in Section 7 hereof and the contribution agreements contained in Section 88 hereof, and in certificates of directors or officers of the Company provided pursuant hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, Company or any of its officers and directors or any controlling person thereof, thereof and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 8, 10 and 11(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretohereto or thereto, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 and 8, 10, 11(d) and 15 hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretoAgreement, including the agreements contained in Section 57, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 810, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors, or any controlling person of the Company, or by or on behalf of the Selling Stockholder, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and 2 and the agreements contained in Sections 5, 7, 8 9, 10, 13(d) and 11(d) 14 hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 11 or 11 13 hereof.

Survival of Representations and Agreements. All representations and ------------------------------------------- warranties, covenants covenants, agreements and agreements of the Underwriters, the Independent Underwriter and the Company contained in this Agreement or in certificates of officers other statements of the Company or any Subsidiary submitted its officers and the Initial Purchaser set forth in or made pursuant heretoto this Agreement, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter Initial Purchaser or any controlling person thereof or by or on behalf of the Company, any of its officers and directors trustees or any controlling person thereof, and shall survive delivery of and payment for the Notes to and by the UnderwritersInitial Purchaser. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 and 11(d10(b) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 10 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 55 hereof, the indemnity agreements contained in Section 7 hereof and the contribution agreements contained in Section 88 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 8, 10 and 11(d) 11 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Adviser, and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary the Adviser, submitted pursuant hereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Adviser, any of its officers their officers, managers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 78, 8 9, 11 and 11(d12(d) hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretoAgreement, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors (including any person who, with his or her consent, is named in the Registration Statement as about to become, and does become, a director of the Company) or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 and 11(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Manager contained in this Agreement or in certificates of officers of the Company or any Subsidiary or the Manager submitted pursuant hereto, including the agreements contained in Section Sections 5, 6 and 7, the indemnity agreements contained in Section 7 10 and the contribution agreements contained in Section 811, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Manager, any of its their respective officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 5, 6, 7, 8 8, 10, 11, 13 and 11(d) 14 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 12 or 11 14 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Stockholders submitted pursuant hereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or any Selling Stockholder, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 78, 8 9, 12 and 11(d) 13 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 10, 11 or 11 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwritersCompany, the Independent Underwriter Selling Stockholders and the Company Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretoAgreement, including the agreements contained in Section 57 hereof, the indemnity agreements contained in Section 7 9 hereof and the contribution agreements contained in Section 810 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter Underwriters or any controlling person thereof or by or on behalf of the CompanyCompany or any Selling Stockholder, or any of its their respective officers and directors or any controlling person thereof, thereof and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2, and the agreements contained in Sections 5, 7, 8 9, 10 and 11(d14(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 14 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Selling Shareholders and the Company contained in this Agreement or in certificates of officers of the Company or Agreement, including any Subsidiary submitted pursuant heretoTerms Agreement, including the agreements contained in Section SECTION 5, the indemnity agreements contained in Section SECTION 7 and the contribution agreements contained in Section SECTION 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or the Selling Shareholders or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the several Underwriters. The representations contained in Section SECTION 1 and the agreements contained in Sections SECTIONS 5, 7, 8 and 11(d11(D) hereof shall survive the termination of the applicable Terms Agreement (including this Agreement, Agreement as incorporated by reference therein) including termination pursuant to Section SECTIONS 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter and the Company and the Selling Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretohereto or thereto, including the agreements contained in Section 56, the 26 indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Stockholder, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and 2 and the agreements contained in Sections 56, 78, 8 9, 12 and 11(d13(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 10, 11 or 11 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretoAgreement, including the agreements contained in Section 4 and Section 5, the indemnity agreements contained in Section 7 6 and the contribution agreements contained in Section 87, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and officers, directors or employees or any controlling person thereof, and shall survive delivery of and acceptance of, and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and the agreements contained in Sections 5, 7, 8 6 and 7 and 11(d) hereof also shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. A successor to any Underwriter, or to the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in Section 6 and Section 7 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholder contained in this Agreement or in certificates of officers of the Selling Stockholder, the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Stockholder, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 78, 8 9, 11 and 11(d) 12 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter and the Company and the Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretohereto or thereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 78, 8 9, 11 and 11(d12(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and ------------------------------------------ warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretoAgreement, including the agreements contained in Section 55 and Section 6, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereofthereof or by or on behalf of any Selling Stockholder or any controlling person of any Selling Stockholder, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 7, 8 and 11(d12(d) hereof also shall survive the termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter and the Company and the Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretohereto or thereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Stockholders, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 56, 78, 8 9, 12 and 11(d13(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 10, 11 or 11 13 hereof.

Survival of Representations and Agreements. All representations ------------------------------------------ and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretoAgreement, including the agreements contained in Section 55 hereof, the indemnity agreements contained in Section 7 hereof and the contribution agreements contained in Section 88 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereofthereof or by or on behalf of a Selling Stockholder, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 and 11(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwritersUnderwriter, the Independent Underwriter Company and the Company Selling Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Stockholder submitted pursuant hereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Stockholder, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the UnderwritersUnderwriter. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 78, 8 9, 11 and 11(d) 12 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary the Selling Stockholders submitted pursuant hereto, including the agreements contained in Section 57, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 810, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter Selling Stockholder or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and Section 2 and the agreements contained in Sections 5, 7, 8 9, 10, 12, 13 and 11(d) 18 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 11 or 11 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Underwriters and the Company and the Guarantors contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter Underwriters or any controlling person thereof or by or on behalf of the CompanyCompany or the Guarantors, any of its their officers and directors trustees or any controlling person thereof, and shall survive delivery of and payment for the Notes Securities to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 1, 5, 76, 8 8, 9, 10, 11 and 11(d) 12 through 18, inclusive, hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Stockholders submitted pursuant hereto, including the agreements contained in Section 55 and 6, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 810, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or any Selling Stockholder, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 76, 8 9, and 11(d) 15 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 11, 12 or 11 14 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwritersUnderwriter, the Independent Underwriter Company and the Company Guarantors contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 4 and 5, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or any Guarantor, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Securities to and by the UnderwritersUnderwriter. The representations contained in Section 1 and the agreements contained in Sections 56, 78, 8 9 and 11(d) 12 through 15 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter and the Company and the Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretohereto or thereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Stockholders, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 56, 78, 8 9, 11 and 11(d12(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Underwriters and the Company and the Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretohereto or thereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Stockholders, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 56, 78, 8 9, 11 and 11(d12(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant 28 hereto, including the agreements contained in Section Sections 4 and 5, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 4, 5, 78, 8 9, 11 and 11(d) 12 hereof shall survive the any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter and the Company and the Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretohereto or thereto, including the agreements contained in Section 56, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 89, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 78, 8 9, 11 and 11(d12(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretoAgreement, including the agreements contained in Section 4 and Section 5, the indemnity agreements contained in Section 7 6 and the contribution agreements contained in Section 87, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 6, 7, 8 9 and 11(d11(c) hereof also shall survive the termination of this Agreement, including termination pursuant to Section 8, 9 or 11 hereof. Any successor to any Underwriter, or to the Company, or to their directors, officers or any person controlling any of them, shall be entitled to the benefits of the indemnity and contribution provisions contained in Sections 6 and 7 herein.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter and the Company and the Guarantors contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, the Guarantors, any of its their respective officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 and 11(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter Company and the Company Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretoAgreement, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereofthereof or by or on behalf of any Selling Shareholder, any of its officers and directors or any controlling person, and shall survive delivery of and payment for the Notes Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 and 11(d) hereof shall survive the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.