Common use of Survival Clause Clause in Contracts

Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Company's officers, the Selling Stockholders and the Underwriters set forth in this Agreement or made by or on behalf of 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 or any of its officers or directors or any Selling Stockholder, the Underwriters or any controlling person referred to in Section 10 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 and 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, its officers (on behalf of the Company's officers, the Selling Stockholders ) and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders Company and its officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 and its Subsidiaries, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) shall survive delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 CompanyIssuers, the Company's officers, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders their respective officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Selling Stockholder, the Company's officers, the Selling Stockholders officers and the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, the Selling Stockholder, any of its the Company's officers or directors or any Selling Stockholderdirectors, the Underwriters or any controlling person referred to in Section 10 8 hereof and (ii) delivery of and payment for the SecuritiesShares. The respective agreements, covenants, indemnities and other statements set forth in Sections 5, 8 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of 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 or Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9(a) hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6 and 10 9 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 Company's its officers, the Selling Stockholders Shareholder and the Underwriters set forth in this Agreement or made by or on behalf of 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 or Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Selling Shareholder, any Underwriter or any controlling person referred to in Section 10 hereof and (iiperson, and(ii) delivery of and payment for the SecuritiesShares. The respective representations, warranties, agreements, covenants, indemnities and other statements set forth in Sections 1, 2, 5 (other than paragraphs (c) and (m)), 6 and 8 and 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 Company's officers, the Selling Stockholders Company and the Underwriters Guarantors, their officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Guarantor, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officersSubsidiaries, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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, the Subsidiaries, any of their respective officers or directors, the Initial Purchasers or any of its officers or directors or any Selling Stockholder, the Underwriters or any controlling other person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of 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 or Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officersGuarantors, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, the Guarantors, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 8 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 5, 8 and 10 13 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 Company's officers, the Selling Stockholders Company and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of 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 or Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 hereof 9 hereof, and (iib) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6 and 10 9 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 Company's officersGuarantor, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, the Guarantor, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors directors, the Initial Purchasers or any Selling Stockholder, the Underwriters or any controlling other person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders their officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders Company and the Underwriters Guarantors, their respective officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Guarantor, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10, and 10 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 Company's officersGuarantors, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuer, the Guarantors, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders their officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 15 and 10 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 Company's officers, the Selling Stockholders their officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders their officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 7, 10, 11 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 or Issuers, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of 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 or Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officersGuarantors, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, the Guarantors, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 10, 11 and 10 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 Company's officersSubsidiaries, the Selling Stockholders their respective officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10, 14 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of of, and payment for for, the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 CompanyLNR, the Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of 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 or LNR, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders their officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuer, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officersGuarantors, the Selling Stockholders their officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of 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 or Company, the Guarantors, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders Company and the Underwriters Guarantors, their officers and the Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Guarantor, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders their officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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, any of their respective Affiliates or any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders their officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders Company and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of 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 or Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 Sections 9(a) hereof and (ii) delivery of and payment for the SecuritiesShares. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6 and 10 9 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10, 11 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Underwriters, the directors, officers, employees, Affiliates and agents of the Underwriters, or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesShares. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officersGuarantors, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, the Guarantors, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10, 15 and 10 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 Company's officers, the Selling Stockholders Company and the Underwriters Guarantors, their officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 and the Guarantors, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 CompanyTrust, the Company's officersShareholder, the Selling Stockholders Shareholder Parent and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 of its officers or directors or any Selling StockholderTrust, the Underwriters Shareholder, the Shareholder Parent, the Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 Section 6, Section 9, this sentence of Section 10 and 10 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 Company's its officers, the Selling Stockholders Shareholders and the Underwriters set forth in this Agreement or made by or on behalf of 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 or Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Selling Shareholders, any Underwriter or any controlling person referred to in Section 10 hereof and (iiperson, and(ii) delivery of and payment for the SecuritiesShares. The respective representations, warranties, agreements, covenants, indemnities and other statements set forth in Sections 1, 2, 5 (other than paragraphs (c) and (m)), 6 and 8 and 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 Company's officers, the Selling Stockholders Issuers and the Underwriters Guarantors, their officers and the Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers and the Guarantors, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 or Issuers, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (iib) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6 and 10 hereof 9 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 Company's officersSubsidiaries, the Selling Stockholders their respective officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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, the Subsidiaries, any of their respective officers or directors, the Initial Purchaser or any of its officers or directors or any Selling Stockholder, the Underwriters or any controlling other person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesUnits. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders their officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders their officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officersGuarantors, the Selling Stockholders their respective officers and the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, 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 Guarantor, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters or any controlling person referred to in Section 10 8 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 8 and 10 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 Company's officersSubsidiaries, the Selling Stockholders their respective officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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, the Subsidiaries, any of their respective officers or directors, the Initial Purchaser or any of its officers or directors or any Selling Stockholder, the Underwriters or any controlling other person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 CompanyCompany and the Subsidiary Guarantor, the Company's officers, the Selling Stockholders their respective officers and the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, 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 and the Subsidiary Guarantor, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 Section 5, 9, 10, 15 and 10 Section 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 Company's officers, the Selling Stockholders Issuer and the Underwriters Guarantors, their respective officers and the Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuer and the Guarantors, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders ) and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 CompanyCompany and the Subsidiary Guarantors, the Company's officers, the Selling Stockholders their respective officers and the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, 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 and the Subsidiary Guarantors, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 5, 9, 10 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors directors, the Purchaser or any Selling Stockholder, person who controls the Underwriters Company or any controlling person referred to in the Purchaser within the meaning of Section 10 hereof 15 of the Act or Section 20 of the Exchange Act and (ii) delivery of and payment for the SecuritiesDebenture. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 and 10 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 CompanyIssuers, the Company's officers, the Selling Stockholders their officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officersGuarantors, the Selling Stockholders their officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of 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 or Company, the Guarantors, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders and the Underwriters set forth in this Agreement or made by or on behalf of 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 or any of its officers or directors or any Selling Stockholder, the Underwriters or any controlling person referred to in Section 10 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 and 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 Company's officers, the Selling Stockholders Company and their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesShares. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officersGuarantors, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, the Guarantors, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders Company and its officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Purchase Agreement or made by or on behalf of them, respectively, 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 or Issuer, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchaser or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 or Issuers, any of each of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 CompanyParent or any Subsidiary, the Company's officers, the Selling Stockholders their respective officers and the Underwriters any Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 Parent or Subsidiary, any of their respective officers or directors, any Initial Purchaser or any of its officers or directors or any Selling Stockholder, the Underwriters or any controlling other person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officersGuarantors, the Selling Stockholders their respective officers and the Underwriters Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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, the Guarantors, any of their respective officers or directors, the Initial Purchaser or any of its officers or directors or any Selling Stockholder, the Underwriters or any controlling other person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of 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 or Issuers, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 8 hereof and (ii) delivery of and of, payment for or disposition of the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6 and 8 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 CompanyCompany and each Guarantor, the Company's officers, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any Guarantor, any of its or their officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 11 and 10 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 Company's officers, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of 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 or Issuers, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 8 hereof and (ii) delivery of and of, payment for or disposition of the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 6 and 8 and 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 Company's officers, the Selling Stockholders Company and the Underwriters Guarantors, their respective officers and the Initial Purchaser set forth in this Agreement or made by or on behalf of them, respectively, 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 and the Guarantors, any of their respective officers or directors, the Initial Purchaser or any of its officers or directors or any Selling Stockholder, the Underwriters or any controlling other person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officersNB Acquisition, the Selling Stockholders their respective officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Issuers, NB Acquisition, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 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 CompanyKaydon, the Company's officers, the Selling Stockholders its officers or directors and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of 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 or Kaydon, any of its officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the SecuritiesNotes. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9 and 10 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 Company's officers, the Selling Stockholders its officers and the Underwriters Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, 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 Company, the Guarantors, any of its their respective officers or directors or any Selling Stockholderdirectors, the Underwriters Initial Purchasers or any controlling person referred to in Section 10 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 8 6, 9, 10 and 10 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.