Common use of Survival Clause Clause in Contracts

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective officers or directors, the Initial Purchasers or any other person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, its officers (on behalf of the Subsidiaries, their respective officers Company) and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers or managing directors and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 15 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 12 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, its officers, the Subsidiaries, their respective officers Selling Shareholder and the Initial Purchasers Underwriters set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers Selling Shareholder, any Underwriter or any other person referred to in Section 9 hereof and (iicontrolling person, and(ii) delivery of and payment for the NotesShares. The respective representations, warranties, agreements, covenants, indemnities and other statements set forth in Sections 61, 9 2, 5 (other than paragraphs (c) and 15 (m)), 6 and 8 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, --------------- warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 9(a) hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 6 and 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, --------------- agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesCompany's officers, their respective officers the Selling Stockholders and the Initial Purchasers Underwriters set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the CompanyCompany or any of its officers or directors or any Selling Stockholder, the Subsidiaries, any of their respective officers or directors, the Initial Purchasers Underwriters or any other controlling person referred to in Section 9 10 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 8 and 15 10 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective Company and its officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Company and its Subsidiaries, any of their respective officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) shall survive delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 14 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, Company and the SubsidiariesGuarantors, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesCompany or any Guarantor, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesSelling Stockholder, their respective the Company's officers and the Initial Purchasers Underwriters set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesSelling Stockholder, any of their respective the Company's officers or directors, the Initial Purchasers Underwriters or any other controlling person referred to in Section 9 8 hereof and (ii) delivery of and payment for the NotesShares. The respective agreements, covenants, indemnities and other statements set forth in Sections 65, 9 8 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesGuarantors, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 10 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 10, 11 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their its respective officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10, 14 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, --------------- agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective officers Company and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (ia) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof hereof, and (iib) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 6 and 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesGuarantor, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesGuarantor, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the CompanyTrust, the SubsidiariesShareholder, their respective officers the Shareholder Parent and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the CompanyTrust, the SubsidiariesShareholder, any of their respective officers or directorsthe Shareholder Parent, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections Section 6, 9 Section 9, this sentence of Section 10 and 15 Section 17 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, --------------- agreements, covenants, indemnities and other statements of the Company, the SubsidiariesCompany's officers, their respective officers the Selling Stockholders and the Initial Purchasers Underwriters set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the CompanyCompany or any of its officers or directors or any Selling Stockholder, the Subsidiaries, any of their respective officers or directors, the Initial Purchasers Underwriters or any other controlling person referred to in Section 9 10 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 8 and 15 10 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesEclipse Entities, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesEclipse Entities, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, Issuer and the SubsidiariesGuarantors, their respective officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, Issuer and the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective officers Company and the Initial Purchasers set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 Sections 9(a) hereof and (ii) delivery of and payment for the NotesShares. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 6 and 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesParent or any Subsidiary, their respective officers and the any Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesParent or Subsidiary, any of their respective officers or directors, the any Initial Purchasers Purchaser or any other person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 8 hereof and (ii) delivery of and of, payment for or disposition of the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 6 and 15 8 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, Company and the SubsidiariesGuarantors, their respective officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, Company and the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers Purchaser or any other person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the CompanyIssuer, the SubsidiariesGuarantors, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the CompanyIssuer, the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the CompanyIssuers, the SubsidiariesNB Acquisition, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the CompanyIssuers, the SubsidiariesNB Acquisition, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of each of the CompanyIssuers, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of any of the Company, the SubsidiariesIssuers, any of their respective each of its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective officers or directors, the Initial Purchasers Purchaser or any other person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesUnits. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the CompanyIssuers, the Subsidiaries, any of their respective Affiliates or any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the CompanyIssuer, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Purchase Agreement or made by or on behalf of them pursuant to this Purchase Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuer, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Purchase Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the CompanyKaydon, the Subsidiaries, their respective its officers or directors and the Initial Purchasers set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesKaydon, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 14 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the CompanyIssuers, the SubsidiariesGuarantors, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the CompanyIssuers, the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 17 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of of, and payment for for, the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, its officers (on behalf of the Subsidiaries, their respective officers Company) and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, its officers, the Subsidiaries, their respective officers Selling Shareholders and the Initial Purchasers Underwriters set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers Selling Shareholders, any Underwriter or any other person referred to in Section 9 hereof and (iicontrolling person, and(ii) delivery of and payment for the NotesShares. The respective representations, warranties, agreements, covenants, indemnities and other statements set forth in Sections 61, 9 2, 5 (other than paragraphs (c) and 15 (m)), 6 and 8 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 10 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 67, 9 10, 11 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, Company and the SubsidiariesGuarantors, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, Company and the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers Underwriters set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers Underwriters, the directors, officers, employees, Affiliates and agents of the Underwriters, or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesShares. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers Purchaser or any other person referred to in who controls the Company or the Purchaser within the meaning of Section 9 hereof 15 of the Act or Section 20 of the Exchange Act and (ii) delivery of and payment for the NotesDebenture. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 SECTIONS 3 AND 9(d) hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, --------------- agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesGuarantors, their respective officers and the Initial Purchasers Underwriters set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesCompany or any Guarantor, any of their respective officers or directors, the Initial Purchasers Underwriters or any other controlling person referred to in Section 9 8 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 8 and 15 14 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective --------------- representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers or any other person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, --------------- agreements, covenants, indemnities and other statements of the Company, the SubsidiariesGuarantors, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesGuarantors, any of their respective its officers or directors, the any Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the CompanyIssuers, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 8 hereof and (ii) delivery of and payment for the Initial Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 5 and 15 8 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them it pursuant to this Agreement shall remain in full force and effect, regardless of (ia) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (iib) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 6 and 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of each of the CompanyIssuers, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of either of the Company, the SubsidiariesIssuers, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, Issuers and the SubsidiariesGuarantors, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, Issuers and the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, Company and the SubsidiariesGuarantors, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesCompany or any Guarantor, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10, and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesCompany and each Guarantor, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiariesany Guarantor, any of its or their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 11 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the CompanyLNR, the Subsidiaries, their respective its officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesLNR, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiariesany Issuer, any of their respective its officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesGuarantors, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers and each Guarantor, their respective officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers or any Guarantor, any of their respective officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Subsidiaries, their respective officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the Subsidiaries, any of their respective officers or directors, the Initial Purchasers Purchaser or any other person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, --------------- warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 8 hereof and (ii) delivery of and of, payment for or disposition of the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 6 and 15 8 hereof shall -44- remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, --------------- agreements, covenants, indemnities and other statements of the Company, the SubsidiariesIssuers, their respective officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesIssuers, any of their respective officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 15 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, Company and the SubsidiariesGuarantors, their respective officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesCompany or any Guarantor, any of their respective officers or directors, the Initial Purchasers Purchaser or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesGuarantors, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the SubsidiariesGuarantors, their respective officers and the Initial Purchasers Purchaser set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers Purchaser or any other person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the CompanyIssuers, the SubsidiariesGuarantors, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the CompanyIssuers, the SubsidiariesGuarantors, any of their respective officers or directors, the Initial Purchasers or any other controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the NotesSecurities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9 9, 10, 15 and 15 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.