Common use of Survival Clause Clause in Contracts

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuers, their officers and the 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 any Issuer, any of its officers or directors, the Underwriters or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 7, 9, 10, 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 6 contracts

Samples: Underwriting Agreement (Directv), Underwriting Agreement (Directv), Underwriting Agreement (Directv)

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Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the Underwriters 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 Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchasers or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 10 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 5 contracts

Samples: Purchase Agreement (Iridium Communications Inc.), Purchase Agreement (LGI Homes, Inc.), Purchase Agreement (Sunedison, Inc.)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the Underwriters Initial 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 any Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchaser or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Geo Specialty Chemicals Inc), Stock Purchase Agreement (Universal Compression Holdings Inc), Town Sports International Holdings Inc

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the Underwriters 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 Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchasers or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 15 10 and 16 13 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Purchase Agreement (Istar Financial Inc), Purchase Agreement (Istar Financial Inc), Purchase Agreement (Istar Financial Inc)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their respective officers and the Underwriters Initial 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 any Issuerthe Company, any of its their respective officers or directors, the Underwriters Initial Purchaser or any controlling other person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (Anacomp Inc), Purchase Agreement (Comforce Corp), Comforce Corp

Survival Clause. The respective representations, warranties, --------------- agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the Underwriters Initial 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 any Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchaser or any controlling other person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (Therma Wave Inc), Purchase Agreement (Mediaamerica Inc), Purchase Agreement (Therma Wave Inc)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuers, their Company or its officers and of the Underwriters 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) (other than with respect to any facts or circumstances known to the Purchaser on the date of this Agreement) any investigation made by or on behalf of any Issuer, any of its officers the Company or directors, the Underwriters or any controlling person referred to in Section 9 hereof Purchaser and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 7, 9, 10, 15 6 and 16 10 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (E Spire Communications Inc), Purchase Agreement (E Spire Communications Inc), Huff William R

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their officers the Company's officers, and the 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 any Issuer, the Company or any of its officers or directors, the Underwriters or any controlling person referred to in Section 9 8 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 7, 9, 10, 15 6 and 16 8 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Atlas Air Inc), Atlas Air Inc, Fibermark Inc

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuers, their Company and its officers and the Underwriters Initial 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 any Issuerthe Company and its Subsidiaries, any of its their respective officers or directors, the Underwriters Initial Purchaser or any controlling person referred to in Section 9 hereof and (ii) shall survive delivery of and payment for the SecuritiesUnits. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 15 9 and 16 14 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Discovery Zone Inc, New World Coffee Manhattan Bagel Inc, Discovery Zone Inc

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the Underwriters 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 Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchasers or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Universal Compression Inc), FWT Inc, Carter William Co /Ga/

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the Underwriters Underwriter 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 any Issuerthe Company, any of its officers or directors, the Underwriters Underwriter or any controlling person referred to in Section 9 8 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 7, 9, 10, 15 6 and 16 8 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Color Spot Nurseries Inc, Color Spot Nurseries Inc

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers (on behalf of the Company) and the Underwriters Initial 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 any Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchaser or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 10 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Kronos International Inc, Kronos International Inc

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuers, their respective officers and the Underwriters Initial 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 any Issuerthe Issuers, any of its their respective officers or directors, the Underwriters Initial Purchaser or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Outsourcing Services (Aerosol Services Co Inc), Merger Agreement (Arcon Coating Mills Inc)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the 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 any Issuerthe Company, any of its officers or directors, the Underwriters or any controlling person referred to in Section 9 7 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 5, 7, 9, 10, 15 9 and 16 18 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Timken Co), Underwriting Agreement (Timken Co)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuers, their officers and the Underwriters 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 Issuerthe Issuers, any of its their officers or directors, the Underwriters Initial Purchasers or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 10 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Mobile Mini Inc

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuers, their officers and the 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 any Issuerthe Issuers, any of its officers or directors, the Underwriters or any controlling person referred to in Section 9 8 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 98, 10, 15 9 and 16 14 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Fleming Companies Inc /Ok/

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, the Guarantors, their respective officers and the Underwriters Lenders 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 Issuerthe Company, the Guarantors, any of its their respective officers or directors, the Underwriters Lenders or any controlling person referred to in Section 9 11 hereof and (ii) delivery the making of and payment for the SecuritiesLoans. The respective agreements, covenants, indemnities and other statements set forth in Sections 7, 911, 1018, 15 23, 24 and 16 25 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Radnor Holdings Corp)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuers, their Company and its officers and the Underwriters Initial 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 any Issuer, the Company or any of its officers or directors, the Underwriters Initial Purchaser or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Universal Hospital Services Inc)

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Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the Underwriters 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 Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchasers or any controlling other person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Glatfelter P H Co)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuers, their officers and the Underwriters set forth in this Agreement or made by or on behalf of them pursuant to this Agreement or contained in the certificates of the Company, submitted hereto, shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of any Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchaser or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Bway Corp)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuers, their Company its respective officers and the Underwriters Initial 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 any Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchaser or any controlling other person referred to in Section 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 15 9 and 16 17 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Unit Agreement (Mentus Media Corp)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, the Guarantors, their respective officers and the 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 or any IssuerGuarantor, any of its their respective officers or directors, the Underwriters or any controlling person referred to in Section 9 8 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 15 8 and 16 14 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Salem Communications Corp /De/

Survival Clause. The respective representations, warranties, --------------- agreements, covenants, indemnities and other statements of the Issuers, their officers and the Underwriters 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 Issuerthe Issuers, any of its their officers or directors, the Underwriters Initial Purchasers or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Building One Services Corp)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the Underwriters 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 Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchasers or any controlling other person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation cancelation of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (First Brands Corp)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the Underwriters 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 Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchasers or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 11 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Istar Financial Inc)

Survival Clause. The respective --------------- representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the Underwriters 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 Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchasers or any controlling other person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Dade International Inc

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the Underwriters 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 (ia) any investigation made by or on behalf of any Issuerthe Company, any of its officers or directors, the Underwriters Initial Purchasers or any controlling person referred to in Section 9 hereof and (iib) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Gaylord Container Corp /De/

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the IssuersCompany, their its officers and the 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 any Issuer, the Company any of its officers or directors, the Underwriters or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 15 9 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Magnum Hunter Resources Inc)

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuers, Company and their respective officers and the Underwriters 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 Issuerthe Company, any of its their officers or directors, the Underwriters Initial Purchasers or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the SecuritiesShares. The respective agreements, covenants, indemnities and other statements set forth in Sections 76, 9, 10, 9 and 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Benedek Communications Corp)

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