Common use of Representations and Agreements to Survive Delivery Clause in Contracts

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 23 contracts

Samples: Underwriting Agreement (Amdiv Com Inc), Underwriting Agreement (Omega Orthodontics Inc), Underwriting Agreement (Sma Real Time Inc)

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Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 10 contracts

Samples: Underwriting Agreement (Infosonics Corp), Underwriting Agreement (Truevision International Inc), Underwriting Agreement (Id Systems Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Overallotment Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriterthe Underwriters, the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 9 contracts

Samples: Underwriting Agreement (Antex Biologics Inc), Underwriting Agreement (Pelion Systems Inc), Underwriting Agreement (Biodelivery Sciences International Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 7 contracts

Samples: Underwriting Agreement (Professional Transportation Group LTD Inc), Underwriting Agreement (Karts International Inc), Underwriting Agreement (Western Country Clubs Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter, the Company, any controlling person of any either the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Registered Securities to the Underwriters and the RepresentativeUnderwriter, as the case may be.

Appears in 5 contracts

Samples: Underwriting Agreement (Infinite Technology Group LTD), Underwriting Agreement (Art Renaissance Inc), Underwriting Agreement (Rollerball International Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the dates of the Initial Closing Date and the Option any Additional Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters purchasers of the Firm Securities and the Representative, as the case may beUnderwriter.

Appears in 4 contracts

Samples: Underwriting Agreement (Lightspace Corp), Underwriting Agreement (Lightspace Corp), Underwriting Agreement (Lightspace Corp)

Representations and Agreements to Survive Delivery. All -------------------------------------------------- representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, hereto shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 hereof, 6 hereof shall remain operative and in full force and effect as of such dates, regardless of any investigation made by or on behalf of any Underwriteryou, the Company, any of the Subsidiaries or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beyou.

Appears in 4 contracts

Samples: Underwriting Agreement (Mirage Holdings Inc), Underwriting Agreement (Mirage Holdings Inc), Underwriting Agreement (Mirage Holdings Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Registered Securities to the Underwriters and the Representative, as the case may be.

Appears in 4 contracts

Samples: Underwriting Agreement (Riviera Tool Co), Underwriting Agreement (Riviera Tool Co), Underwriting Agreement (Us Golf & Entertainment Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the RepresentativeRepresentatives, as the case may be.

Appears in 4 contracts

Samples: Underwriting Agreement (Ophidian Pharmaceuticals Inc), Underwriting Agreement (Snowdance Inc), Underwriting Agreement (Intervu Inc)

Representations and Agreements to Survive Delivery. All representations, warranties warranties, covenants and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, representations warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and including without limitation the respective indemnity agreements contained in Section Sections 4 and 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, Company and shall survive the execution and/or termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 4 contracts

Samples: Underwriting Agreement (Ripe Touch Greenhouses Inc/), Underwriting Agreement (Mikes Original Inc), Underwriting Agreement (Mikes Original Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company, at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company Company, and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Registered Securities to the Underwriters and the Representative, as the case may be.

Appears in 4 contracts

Samples: Underwriting Agreement (Casull Arms Corp), Underwriting Agreement (Brighton Technologies Corp), Underwriting Agreement (Casull Arms Corp)

Representations and Agreements to Survive Delivery. All -------------------------------------------------- representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the RepresentativeRepresentatives, as the case may be.

Appears in 3 contracts

Samples: Underwriting Agreement (Isonics Corp), Underwriting Agreement (Isonics Corp), Underwriting Agreement (Isonics Corp)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the any Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and its Subsidiaries and the respective indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter, the Company, any controlling person of any the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the IPO Securities to the Underwriters and the Representative, as the case may beUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Awg LTD), Underwriting Agreement (Xetal Inc), Underwriting Agreement (United States Financial Group Inc /Ny)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 3 contracts

Samples: Underwriting Agreement (Freshstart Venture Capital Corp), Underwriting Agreement (Freshstart Venture Capital Corp), Underwriting Agreement (Igx Corp/De)

Representations and Agreements to Survive Delivery. All -------------------------------------------------- representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at as of the Closing Date and as of the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full ------- force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, or any controlling person of any Underwriter Underwriter, or the Company, and shall survive the termination of this Agreement or the issuance issuance, sale and delivery of the Securities to the Underwriters and the RepresentativeRepresentatives, as the case may be.

Appears in 3 contracts

Samples: Underwriting Agreement (Careside Inc), Underwriting Agreement (Careside Inc), Underwriting Agreement (Careside Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, hereto shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 hereof, 6 hereof shall remain operative and in full force and effect as of such dates, regardless of any investigation made by or on behalf of any Underwriteryou, the Company, any of the Subsidiaries or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities Shares to the Underwriters and the Representative, as the case may beyou.

Appears in 3 contracts

Samples: Underwriting Agreement (Beta Oil & Gas Inc), Underwriting Agreement (Beta Oil & Gas Inc), Underwriting Agreement (Beta Oil & Gas Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Initial Closing Date and the Option Additional Closing Date, if any, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters purchasers of the Firm Securities and the Representative, as the case may beUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Coates Motorcycle Co LTD), Underwriting Agreement (Coates Motorcycle Co LTD), Underwriting Agreement (Coates Motorcycle Co LTD)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company or of each of the Selling Stockholders submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and each of the Selling Stockholders, and the indemnity agreements contained in Section 7 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, each of the Selling Stockholders, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities Shares to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (New West Eyeworks Inc), Underwriting Agreement (New West Eyeworks Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, hereto shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Underwriter, the Company, and shall survive termination of this Agreement or the issuance issuance, sale and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Omnicorder Technologies Inc), Underwriting Agreement (Omnicorder Technologies Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Over allotment Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriterthe Underwriter , the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Jeremys Microbatch Ice Creams Inc), Underwriting Agreement (Jeremys Microbatch Ice Creams Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the any Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery deliver of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (New York Health Care Inc), Underwriting Agreement (New York Health Care Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Registered Securities to the Underwriters and the Representative, as the case may be.. -33-

Appears in 2 contracts

Samples: Underwriting Agreement (Us Golf & Entertainment Inc), Underwriting Agreement (Us Golf & Entertainment Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (Lasik America Inc), Underwriting Agreement (Snapshot Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company or the Selling Shareholders submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company and the Selling Shareholders at the Closing Date and the as of each Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, the Selling Shareholders or any controlling person of any Underwriter of the Underwriters or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Registered Securities to the Underwriters and the Representative, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Alaron Com Holding Corp), Underwriting Agreement (Alaron Com Holding Corp)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company Company, as the case may be, and the respective indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Underwritten Securities to the Underwriters and Warrants to the Representative, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Fine Com Corp), Underwriting Agreement (Sunhawk Com Corp)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Overallotment Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriterthe Underwriter , the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriter .

Appears in 2 contracts

Samples: Underwriting Agreement (Conserver Corp of America), Underwriting Agreement (Bookdigital Com)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Subsequent Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriterthe Placement Agent, the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities Shares to the Underwriters and the Representative, as the case may bePlacement Agent.

Appears in 2 contracts

Samples: Placement Agent Agreement (Lifesciences Opportunities Inc), Placement Agent Agreement (Lifesciences Opportunities Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, hereto shall be deemed to be representations, warranties and agreements at the Closing Date and the each Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect as of such dates, regardless of any investigation made by or on behalf of any Underwriterthe Underwriters, the Company, any of the Subsidiaries or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (Ilx Inc/Az/), Underwriting Agreement (Ilx Inc/Az/)

Representations and Agreements to Survive Delivery. All representations, -------------------------------------------------- warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect ------- regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Depomed Inc), Underwriting Agreement (Depomed Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, hereto shall be deemed to be representations, warranties and agreements at the Closing Date and the each Option Closing Date, as the case may be, and such representations, warranties and the agreements of the Company and the provisions with respect to the payment of expenses contained in Sections 5 and 9 and the respective indemnity agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriterthe Initial Purchasers, the Company, any of the Subsidiaries or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities Preferred Stock to the Underwriters and the Representative, as the case may beInitial Purchasers.

Appears in 2 contracts

Samples: Purchase Agreement (Kapson Senior Quarters Corp), Purchase Agreement (Lomak Petroleum Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or Underwriter, the Company, and shall survive termination of this Agreement or the issuance issuance, sale and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Spectrascience Inc), Underwriting Agreement (Dynacs Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company, at the Closing Date and the Option Second Closing Date, as the case may beif any, and such representations, warranties and agreements of the Company Company, and the respective indemnity and contribution agreements contained in Section 7 hereof, 9 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriterthe Placement Agent, the Company, any controlling person of any Underwriter either the Placement Agent or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Registered Securities to the Underwriters and the Representative, as the case may bePlacement Agent.

Appears in 2 contracts

Samples: Placement Agent Agreement (Casull Arms Corp), Placement Agent Agreement (Casull Arms Corp)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Sonoma International Inc), Underwriting Agreement (Thermoenergy Corp)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or Underwriter, the Company, and shall survive termination of this Agreement or the issuance issuance, sale and delivery of the Securities to the Underwriters and the RepresentativeRepresentatives, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (B2bstores Com Inc), Underwriting Agreement (B2bstores Com Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company Company, as the case may be, and the respective indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter, the Company, any controlling person of any the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Underwritten Securities and Warrants to the Underwriters and the Representative, as the case may beUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Sunhawk Com Corp), Underwriting Agreement (Sunhawk Com Corp)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be 38 deemed to be representations, warranties and agreements at the Closing Date and the Option Overallotment Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter, the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Pacifichealth Laboratories Inc), Underwriting Agreement (Pacifichealth Laboratories Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the any Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the IPO Securities to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (Awg LTD), Underwriting Agreement (Awg LTD)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, . warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter, the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities Units to the Underwriters and the Representative, as the case may beUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Kids Stuff Inc), Underwriting Agreement (Kids Stuff Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the applicable Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, or any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or and the issuance and delivery of the Securities to the Underwriters and the Representative's Securities to the Representative, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Us Golf & Entertainment Inc), Underwriting Agreement (Us Golf & Entertainment Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company or of the Sellers submitted pursuant hereto, shall be deemed to be representations, . warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the Sellers and the indemnity agreements contained in Section 7 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, the Sellers or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (TTR Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date 38 and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Fundex Games LTD)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the Underwriters and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, Company and any controlling person of any Underwriter Underwriter, or the Company, Company and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Eautoclaims Com Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, or any controlling person of any Underwriter or the Company38 39 person, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Jenna Lane Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section SECTION 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Town Pages Holdings PLC)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Subsequent Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriterthe Placement Agent, the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may bePlacement Agent.

Appears in 1 contract

Samples: Placement Agreement (Ivideonow Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters Underwriters, the Representatives and the RepresentativeNBC Multimedia, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Intervu Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Overallotment Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the Underwriter and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter, the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and Underwriter for a period of the Representative, as latter of two (2) years or the case may beapplicable statute of limitations without regard to tolling.

Appears in 1 contract

Samples: Underwriting Agreement (Jenna Lane Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, or any controlling person of any Underwriter or person, including the Company, Selling Shareholder and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Streicher Moblie Fueling Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company or the Adviser submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter, the Company, the Adviser, any controlling person of any Underwriter the Underwriter, the Company or the CompanyAdviser, and shall survive termination of this Agreement or the issuance and delivery of the Securities Shares to the Underwriters and the Representative, as the case may beUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Sherry Lane Growth Fund Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the RepresentativeRepresentatives, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Complete Management Inc)

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Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be. In addition, the representations contained in Section 1 hereof and the agreements contained in Sections 5, 7 and 10(b) hereof shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Integrated Technology Usa Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the applicable Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 hereof, shall remain ---- operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, or any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or and the issuance and delivery of the Securities to the Underwriters and the RepresentativeRepresentatives' Securities to the Representatives, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Apollo Biopharmaceutics Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the date of execution of this Agreement, the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities Units to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Sportstrac Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity and contribution agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Prospect Medical Holdings Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section SECTION 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the RepresentativeRepresentatives, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Integrated Physician Systems Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, hereto shall be deemed to be representations, warranties and agreements at the Closing Date Date, and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the provisions with respect to the payment of expenses contained in Sections 5 and 9 and the respective indemnity agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriterthe Initial Purchasers, the Company, any of the Subsidiaries or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities Debentures to the Underwriters and the Representative, as the case may beInitial Purchasers.

Appears in 1 contract

Samples: Purchase Agreement (Lomak Petroleum Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriterthe Underwriters, the Company, any controlling person of any Underwriter either the Underwriters or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Registered Securities to the Underwriters and the RepresentativeUnderwriters, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Infinite Technology Group LTD)

Representations and Agreements to Survive Delivery. All -------------------------------------------------- representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Isonics Corp)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Registered Securities to the Underwriters and the RepresentativeRepresentatives, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Audio Book Club Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section SECTION 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or Underwriter, the Company, and shall survive termination of this Agreement or the issuance issuance, sale and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Netspeak Corp)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person 34 35 of any Underwriter or Underwriter, the Company, and shall survive termination of this Agreement or the issuance issuance, sale and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Prestige Cosmetics Corp)

Representations and Agreements to Survive Delivery. All -------------------------------------------------- representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and ------- in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Flanders Corp)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, hereto shall be deemed to be representations, warranties and agreements at the Closing Date Date, and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the provisions with respect to the payment of expenses contained in Sections 5 and 10 and the respective indemnity agreements contained in Section 7 hereof, 8 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriterthe Initial Purchaser, the Company, Company or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities Preferred Stock to the Underwriters and the Representative, as the case may beInitial Purchaser.

Appears in 1 contract

Samples: Purchase Agreement (Bolder Technologies Corp)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, Selling Securityholder, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.. 44

Appears in 1 contract

Samples: Underwriting Agreement (Translation Group LTD)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, any Seller, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (International Isotopes Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Overallotment Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter, the Company, or any 43 44 controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Anthra Pharmaceuticals Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, hereto shall be deemed to be representations, warranties and agreements at the Initial Closing Date and the Option Closing DateFinal Closing, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect as of such dates, regardless of any investigation made by or on behalf of any Underwriterthe Agent, the Company, any of the Subsidiaries or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beAgreement.

Appears in 1 contract

Samples: Placement Agent Agreement (Ilx Inc/Az/)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any UnderwriterRepresentative, the Company, Selling Securityholders, any controlling person of any Underwriter Representative or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters Representatives and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Digital Power Corp)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section SECTION 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or Underwriter, the Company, and shall survive termination of this Agreement or the issuance issuance, sale and delivery of the Securities to the Underwriters and the RepresentativeRepresentatives, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Toymax International Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the any Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery deliver of the Securities to the Underwriters Underwriter and the RepresentativeUnderwriter, as the case may be.. 34

Appears in 1 contract

Samples: Underwriting Agreement (Robotic Lasers Inc)

Representations and Agreements to Survive Delivery. All representations, warranties warranties, covenants and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, representations warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and including without limitation the respective indemnity agreements contained in Section 7 Sections 4 and 10 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any either the Underwriter or the Company, Company and shall survive the execution and/or termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Mikes Original Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section SECTION 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the RepresentativeRepresentatives, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Asd Group Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the applicable Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity agreements contained in Section 7 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, or any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or and the issuance and delivery of the Securities to the Underwriters and the Representative's Securities to the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Apollo Biopharmaceutics Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter, the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and Underwriter for a period of the Representative, as latter of two (2) years or the case may beapplicable statute of limitations.

Appears in 1 contract

Samples: Underwriting Agreement (Able Energy Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company Company, and the indemnity agreements of the Company contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, or any controlling person of any the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the RepresentativeUnderwriter, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Ronnybrook Farm Dairy Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, . warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, Company or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (TTR Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, Company or any controlling person of any the Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Dynamic International LTD)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Offering Securities to the Underwriters and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (All Tech Investment Group Inc Et Al)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter of the Underwriters or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Registered Securities to the Underwriters and the Representative, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Audio Book Club Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, or any controlling person of any Underwriter or person, including the CompanySelling Shareholders, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Outlook Sports Technology Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements of the Company at the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the respective indemnity and contribution agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, any controlling person of any Underwriter of the Underwriters or the Company, and shall survive termination of this Agreement or the issuance and delivery of the Registered Securities to the Underwriters and the RepresentativeRepresentatives, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Team Communication Group Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, hereto shall be deemed to be representations, warranties and agreements at the Closing Date and the each Option Closing Date, as the case may be, and such representations, warranties and the agreements of the Company and the provisions with respect to the payment of expenses contained in Sections 5 and 9 and the respective indemnity agreements contained in Section 7 hereof, hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriterthe Initial Purchaser, the Company, any of the Subsidiaries or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities Debentures to the Underwriters and the Representative, as the case may beInitial Purchaser.

Appears in 1 contract

Samples: Purchase Agreement (Diagnostic Retrieval Systems Inc)

Representations and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall be deemed to be representations, warranties and agreements at the date of execution of this Agreement, the Closing Date and the Option Closing Date, as the case may be, and such representations, warranties and agreements of the Company and the indemnity agreements contained in Section 7 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company, or any controlling person of any Underwriter or the Companyperson, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the Underwriters and the Representative, as the case may beUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Sportstrac Inc)

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