Common use of Survival of Representations and Agreements Clause in Contracts

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 and 16, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, 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 or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 12. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d) below, as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(i), 5110(f)(2)(D)(ii)(a) and 5110(f)(2)(D)(ii)(b).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 14 and 1615, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 14 and 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 1211. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d11(d) below, as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(i5110(g)(5)(A), 5110(f)(2)(D)(ii)(a5110(g)(5)(B)(i) and 5110(f)(2)(D)(ii)(b5110(g)(5)(B)(ii).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters Underwriter contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 14 and 1615, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the UnderwritersUnderwriter. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 14 and 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 1211. For the avoidance of doubt, in the event of termination the Underwriters Underwriter will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d11(d) below, as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(i), 5110(f)(2)(D)(ii)(a) and 5110(f)(2)(D)(ii)(b).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 and 16, the indemnity agreements contained in Section 8 9 and the contribution agreements contained in Section 910, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 1110, 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 12. For the avoidance of doubt, in the event of termination the Underwriters will receive only outbe reimbursed Accountable Out-of-pocket accountable expenses actually incurred Pocket Expenses subject to the limit in Section 6(d) and Section 12(d) below, as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(iRules5110(g)(5)(A), 5110(f)(2)(D)(ii)(a5110(g)(5)(B)(i) and 5110(f)(2)(D)(ii)(b5110(g)(5)(B)(ii).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 and 16, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, 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 or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 12. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d) below, as well as the right of first refusal subject to Section 6(f), ) and in compliance with FINRA Rules 5110(f)(2)(D)(i), 5110(f)(2)(D)(ii)(aRule 5110(f)(2)(D) and 5110(f)(2)(D)(ii)(b)limitations on termination fees.

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters Underwriter contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 14 and 1615, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the UnderwritersUnderwriter. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 14 and 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 12Section 11. For the avoidance of doubt, in the event of termination the Underwriters Underwriter will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d11(d) below, as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(i5110(g)(5)(A), 5110(f)(2)(D)(ii)(a5110(g)(5)(B)(i) and 5110(f)(2)(D)(ii)(b5110(g)(5)(B)(ii).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 65, 1110, 15 14 and 1615, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, 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 or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 65, 7, 8, 910, 11, 14 and 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 9 or 1211. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d11(d) below, below as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(i), 5110(f)(2)(D)(ii)(a) and 5110(f)(2)(D)(ii)(b).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters Underwriter contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 14 and 1615, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the UnderwritersUnderwriter. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 14 and 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 1211. For the avoidance of doubt, in the event of termination the Underwriters Underwriter will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d11(d) below, as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(iRules5110(g)(5)(A), 5110(f)(2)(D)(ii)(a5110(g)(5)(B)(i) and 5110(f)(2)(D)(ii)(b5110(g)(5)(B)(ii).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 14 and 1615, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 14 and 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 1211. For the avoidance of doubt, in the event of termination the Underwriters will receive only outbe reimbursed Accountable Out-of-pocket accountable expenses actually incurred Pocket Expenses subject to the limit in Section 12(d6(d) and Section 11(d) below, as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(i5110(g)(5)(A), 5110(f)(2)(D)(ii)(a5110(g)(5)(B)(i) and 5110(f)(2)(D)(ii)(b5110(g)(5)(B)(ii).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 and 16, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, 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 or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Units and delivery of the Offering Securities and Option Securities to and by the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 12. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d) below, below as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(i), 5110(f)(2)(D)(ii)(a) and 5110(f)(2)(D)(ii)(b).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 16 and 1617, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, 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 or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 15 16 and 16 17 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 1213. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d) below, as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(i), 5110(f)(2)(D)(ii)(a) and 5110(f)(2)(D)(ii)(b).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 14 and 1615, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 14 and 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 12Section 11. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d11(d) below, as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(i5110(g)(5)(A), 5110(f)(2)(D)(ii)(a5110(g)(5)(B)(i) and 5110(f)(2)(D)(ii)(b5110(g)(5)(B)(ii).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 14 and 1615, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 14 and 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 1211. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d11(d) below, as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(i), 5110(f)(2)(D)(ii)(a) and 5110(f)(2)(D)(ii)(b).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 14 and 1615, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 14 and 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 1210. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d) below, as well as the right of first refusal subject to Section 6(f10(d), in compliance with FINRA Rules 5110(f)(2)(D)(i5110(g)(5)(A), 5110(f)(2)(D)(ii)(a5110(g)(5)(B)(i) and 5110(f)(2)(D)(ii)(b5110(g)(5)(B)(ii).

Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections 6, 11, 15 14 and 1615, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 and Section 5 and the covenants and agreements contained in Sections 4, 6, 8, 9, 11, 14 and 15 and 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 12Section 12 and Section 16. For the avoidance of doubt, in the event of termination the Underwriters will receive only documented out-of-pocket accountable expenses and advisory fee actually incurred subject to the limit in Section 12(d) below, as well as the right of first refusal subject to Section 6(f), in compliance with FINRA Rules 5110(f)(2)(D)(i), 5110(f)(2)(D)(ii)(a) and 5110(f)(2)(D)(ii)(b)5110.