Common use of Representations and Indemnities to Survive Clause in Contracts

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 21 contracts

Samples: Continental Building Products, Inc., Continental Building Products, Inc., Continental Building Products, Inc.

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Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company, the Operating Partnership or officers of the Company or its officersthe Operating Partnership, of the Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder or Company, the Company Operating Partnership or any of the officers, directors, employees, agents or controlling indemnified persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 16 contracts

Samples: Underwriting Agreement (Digital Realty Trust, L.P.), Digital Realty (Digital Realty Trust, L.P.), Digital Realty Trust, L.P.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Transaction Entities or its officers, any officer of any of the Selling Stockholder Transaction Entities and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Transaction Entities or any of the their respective officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 16 contracts

Samples: Employment Agreement (American Campus Communities Inc), Employment Agreement (American Campus Communities Operating Partnership LP), Employment Agreement (American Campus Communities Operating Partnership LP)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Stockholders and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, the Selling Stockholder or the Company Stockholders or any of the officers, directors, employees, agents or controlling indemnified persons referred to in Section 8 10 hereof, and and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Securities. The provisions of Sections 7 9 and 8 10 hereof shall survive the termination or cancellation of this Agreement.

Appears in 14 contracts

Samples: Underwriting Agreement (Academy Sports & Outdoors, Inc.), Underwriting Agreement (Academy Sports & Outdoors, Inc.), Letter Agreement (Academy Sports & Outdoors, Inc.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Partnership Parties or its officers, any of the Selling Stockholder their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Partnership Parties or any of the officers, directors, managers, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesUnits. The provisions of Sections Section 7 and Section 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 13 contracts

Samples: Underwriting Agreement (Tesoro Logistics Lp), Underwriting Agreement (Memorial Production Partners LP), Underwriting Agreement (Memorial Production Partners LP)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation cancelation of this Agreement.

Appears in 11 contracts

Samples: Underwriting Agreement (Owens Illinois Inc /De/), Underwriting Agreement (Southern Peru Copper Corp/), Underwriting Agreement (Southern Peru Copper Corp/)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any the Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 10 contracts

Samples: www.sec.gov, Goldman Sachs Group Inc, Zimmer Biomet Holdings, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Issuer and the Guarantors or its officers, of the Selling Stockholder their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Issuer and the Guarantors or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 9 contracts

Samples: Willis Towers Watson PLC, Willis Towers Watson PLC, Willis Towers Watson PLC

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 8 contracts

Samples: Skyline Champion Corp, Skyline Champion Corp, Lantheus Holdings, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and the Trust or its officers, of the Selling Stockholder their respective officers or trustees and of the Underwriters Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Purchaser, the Selling Stockholder Company or the Company Trust or any of the their respective officers, directors, employees, agents trustees or controlling persons referred to in Section 8 hereofpersons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Purchase Agreement.

Appears in 8 contracts

Samples: Purchase Agreement (Lexington Realty Trust), Purchase Agreement (Lexington Realty Trust), Purchase Agreement (Lexington Realty Trust)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriters or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 5 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 3(m), 5, 6, 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Appears in 7 contracts

Samples: Underwriting Agreement (iBio, Inc.), Underwriting Agreement (iBio, Inc.), Underwriting Agreement (xG TECHNOLOGY, INC.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, acknowledgments, indemnities and other statements of the Company Issuers or its officers, of the Selling Stockholder their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Issuers or any of the officers, directors, employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 7 contracts

Samples: Underwriting Agreement (Johnson Controls International PLC), Underwriting Agreement (Johnson Controls International PLC), Underwriting Agreement (Johnson Controls International PLC)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Household Entities or its officers, the officers of the Selling Stockholder each of them and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Underwriters, the Selling Stockholder or the Company Household Entities or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesNotes. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 6 contracts

Samples: Underwriting Agreement (Household Consumer Loan Corp Ii), Underwriting Agreement (Hrsi Funding Inc Ii), Household Affinity Funding Corp Iii

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder officers and directors and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 6 contracts

Samples: Underwriting Agreement (ESM Acquisition Corp), Underwriting Agreement (ESM Acquisition Corp), FirstMark Acquisition Corp. II

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Guarantor or its officers, of the Selling Stockholder Trust and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Guarantor or the Company Trust or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 7(e) hereof, and will survive delivery of and payment for the Trust Preferred Securities. The provisions of Sections 5(A)(j) and 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 5 contracts

Samples: Fifth Third Bancorp, Suntrust Banks Inc, Suntrust Banks Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or any of the officers, directors, employees, agents agents, affiliates within the meaning of Rule 405 under the Act or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 5 contracts

Samples: Underwriting Agreement (Calithera Biosciences, Inc.), Underwriting Agreement (Calithera Biosciences, Inc.), Calithera Biosciences, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder Shareholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 5 contracts

Samples: Underwriting Agreement (Zillow Inc), Underwriting Agreement (Zillow Inc), Underwriting Agreement (Tucows Inc /Pa/)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, the Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling indemnified persons referred to in Section 8 10 hereof, and and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Securities. The provisions of Sections 7 9 and 8 10 hereof shall survive the termination or cancellation of this Agreement.

Appears in 5 contracts

Samples: Underwriting Agreement (National Vision Holdings, Inc.), Ingersoll Rand Inc., Ingersoll Rand Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any the Underwriter, the Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 5 contracts

Samples: Underwriting Agreement (Santander Consumer USA Holdings Inc.), J M SMUCKER Co, J M SMUCKER Co

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Partnership or its officers, the officers of the Selling Stockholder General Partner and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Partnership or any of the officers, directors, employees, agents agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 5 contracts

Samples: EnLink Midstream Partners, LP, EnLink Midstream Partners, LP, EnLink Midstream Partners, LP

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and the Guarantor or its officers, of the Selling Stockholder their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Company or the Company Guarantor or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will shall survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (Glaxosmithkline Capital Inc), Underwriting Agreement (Glaxosmithkline Capital Inc), Glaxosmithkline PLC

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder officers or directors and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (Mountain & Co. I Acquisition Corp.), Underwriting Agreement (Mountain & Co. I Acquisition Corp.), Underwriting Agreement (Mountain & Co. I Acquisition Corp.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Fossil Inc, Hugoton Energy Corp, Hugoton Energy Corp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company and the Adviser or its officers, of the Selling Stockholder officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or the Adviser or any of the officers, trustees, directors, employees, agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (Kayne Anderson MLP Investment CO), Underwriting Agreement (Kayne Anderson Energy Total Return Fund, Inc.), Kayne Anderson Energy Total Return Fund, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or and its officers, officers and of each of the Selling Stockholder and of the Underwriters Agents set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterof the Agents, the Selling Stockholder or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesNotes. The provisions of Sections the fourth paragraph of Section 2(a), Section 4(h), Section 7 and Section 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Bell Telephone (Southwestern Bell Telephone Co), Pacific Bell (Pacific Bell), Pacific Bell

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Stockholders and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Stockholders or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Memorial Resource Development Corp., Memorial Resource Development Corp., International Speedway Corp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company, the Operating Partnership or officers of the Company or its officersthe Operating Partnership, of the Selling Stockholder and Forward Purchasers, the Forward Sellers or of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Forward Purchaser, any Forward Seller, the Selling Stockholder or Company, the Company Operating Partnership or any of the officers, directors, employees, agents or controlling indemnified persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (Digital Realty Trust, L.P.), Digital Realty (Digital Realty Trust, L.P.), Digital Realty (Digital Realty Trust, L.P.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and the Parent Guarantor or its officers, of the Selling Stockholder their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriters or the Company and the Parent Guarantor, or any of the officers, directors, employees, agents or controlling indemnified persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 5(j), 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (HCA Healthcare, Inc.), Underwriting Agreement (HCA Healthcare, Inc.), HCA Holdings, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities indemnities, rights of contribution and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Execution Version (Blackstone Holdings III L.P.), APi Group Corp, Frontier Group Holdings, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or Company, its officers, of the Selling Stockholder officers and of the Underwriters set forth in in, referred to in, or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesSecurities until all appliable statutes of limitation have expired. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (Catalog Com Inc), Underwriting Agreement (Catalog Com Inc), Underwriting Agreement (Rampart Capital Corp)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Guarantor or its officers, of the Selling Stockholder Trust and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Guarantor or the Company Trust or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(A)(g) and 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 4 contracts

Samples: Trust Agreement (Wachovia Corp New), Trust Agreement (Wachovia Corp New), Trust Agreement (Wachovia Corp New)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Partnership or its officers, the officers of the Selling Stockholder General Partner and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Partnership or any of the officers, directors, employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Enable Midstream Partners, LP, Enable Midstream Partners, LP, Enable Midstream Partners, LP

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Companies or its officers, of the Selling Stockholder their respective officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Initial Purchasers or the Company Companies or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 7, 8 and 8 11 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Crown Holdings Inc, Crown Holdings Inc, Crown Holdings Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officersCompany, of the each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 9 and 10 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 8, 9 and 8 10 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Roadrunner Transportation Systems, Inc.), Underwriting Agreement (Roadrunner Transportation Services Holdings, Inc.), Roadrunner Transportation Systems, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Servicer and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Underwriters, the Selling Stockholder Servicer or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesOffered Notes. The provisions of Sections 7 and 8 hereof and this Section 9 shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Wachovia Mortgage Loan Trust, LLC), Underwriting Agreement (Wachovia Asset Funding Trust, LLC), Underwriting Agreement (Wachovia Mortgage Loan Trust, LLC)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or Company, its officers, of the Selling Stockholder officers and of the Underwriters set forth in in, referred to in, or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the SecuritiesSecurities until all applicable statutes of limitation have expired. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Aarica Holdings Inc, Aarica Holdings Inc, Aarica Holdings Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder officers and directors and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 ‎8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 ‎7 and 8 ‎8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Crucible Acquisition Corp, FirstMark Horizon Acquisition Corp., FirstMark Horizon Acquisition Corp.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder executive officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or any of the executive officers, directors, director nominees, employees, agents agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Assignment Agreement (Compass Digital Acquisition Corp.), Underwriting Agreement (Compass Digital Acquisition Corp.), Underwriting Agreement (Compass Digital Acquisition Corp.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officersofficers or directors, of the each Selling Stockholder or its officers or directors and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Letter Agreement (PACS Group, Inc.), Underwriting Agreement (Contura Energy, Inc.), Underwriting Agreement (C&J Energy Services, Inc.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder Shareholder or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Custody Agreement (Eftc Corp/), Global Vacation Group Inc, Eccs Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Partnership, the General Partner or its officers, of the Selling Stockholder officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Partnership or the General Partner or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: El Paso Energy Partners Lp, El Paso Energy Partners Lp, El Paso Energy Partners Lp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Swift Transportation Co Inc), Donnelley Enterprise Solutions Inc, Truetime Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Trust or its Regular Trustees and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Offerors or any of the officers, directors, employees, agents trustees or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 6 and 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Suntrust Capital Iv), Suntrust Capital Ii, Suntrust Banks Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Issuer or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any UnderwriterUnderwriter or of the Company, the Selling Stockholder or the Company Issuer or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the SecuritiesTransition Bonds. The provisions of Sections 3, 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Atlantic City Electric Transition Funding LLC), Underwriting Agreement (Atlantic City Electric Transition Funding LLC), Underwriting Agreement (Atlantic City Electric Transition Funding LLC)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Issuers, the Operating Partnership and the General Partner or its officers, of the Selling Stockholder their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder or the Company Issuers or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Amerigas Partners Lp, Amerigas Partners Lp, Amerigas Partners Lp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officersCompany, of the Selling Stockholder Guarantors, the Company’s officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Underwriters or the Company, the Selling Stockholder or the Company Guarantors or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

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

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder or the Company or any of the officers, directors, employees, agents agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Silverbow Resources, Inc., Silverbow Resources, Inc., Translate Bio, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officersCompany, of the Selling Stockholder Operating Partnership and their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or the Operating Partnership or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Campus Crest Communities, Inc., Campus Crest Communities, Inc., Campus Crest Communities, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Company, the Note Guarantors or its officers, of the Selling Stockholder their respective officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Initial Purchasers or the Company or the Note Guarantors or any of the officers, directors, employees, agents or controlling indemnified persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (Cemex Sab De Cv), Purchase Agreement (Cemex Sab De Cv), Purchase Agreement (Cemex Sab De Cv)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Company, the Guarantor or its officers, of the Selling Stockholder their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or the Guarantor or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Renaissancere Holdings LTD, Renaissancere Holdings LTD, Renaissancere Holdings LTD

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or Company, its officers, of the Selling Stockholder officers and of the Underwriters set forth in in, referred to in, or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesSecurities until all applicable statutes of limitation have expired. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Catalog Com Inc), Rampart Capital Corp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Stockholder, of the Parent and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation cancelation of this Agreement.

Appears in 2 contracts

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

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder Shareholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Powerdsine LTD), Syneron Medical Ltd.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder officers and of the Underwriters and the Sub-Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter and the Selling Stockholder Sub-Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Hydrogenics Corp, Hydrogenics Corp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters, any Underwriter, the Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Endo Pharmaceuticals Holdings Inc, Interstate Hotels & Resorts Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or any Selling Stockholder any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Hemisphere Media Group, Inc.), Hicks, Muse, Tate & Furst Equity Fund Iii, L.P.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or Company, its respective officers, of the Selling Stockholder Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Shareholder or the Company or any of the officers, directors, employees, agents agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: www.sec.gov, Keane Group, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder Shareholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Elan Corp PLC), Alkermes Plc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, acknowledgments, indemnities and other statements of the Company or its officers, of the Selling Stockholder officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or any of the officers, directors, employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Johnson Controls International PLC), Underwriting Agreement (Johnson Controls International PLC)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Partnership or its officers, any of the Selling Stockholder officers of the General Partner and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Partnership or any of the officers, directors, employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesUnits. The provisions of Sections Section 7 and Section 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Sunrise Expansion Precedent Agreement (EQT Midstream Partners, LP), Sunrise Expansion Precedent Agreement (EQT Midstream Partners, LP)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Offerors or its officers, of the Selling Stockholder their officers or Trustees and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriters or the Company Offerors or any of the officers, directors, employees, agents trustees or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Offered Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: icc.illinois.gov, Commonwealth Edison Co

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Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Xxxxx Fargo or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder or the Company Company, Xxxxx Fargo or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Wells Fargo Real Estate Investment Corp.), Underwriting Agreement (Wells Fargo Real Estate Investment Corp.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Controlling Shareholder, of each Selling Stockholder Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder Shareholder, any Controlling Shareholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (VanceInfo Technologies Inc.), Underwriting Agreement (VanceInfo Technologies Inc.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, officers and of the Selling Stockholder and each of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriters or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the SecuritiesNotes. The provisions of Sections 7 5 and 8 6 hereof and this Section 9 shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (United Insurance Holdings Corp.), Hallmark Financial Services Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officersCompany, of the Selling Stockholder Operating Partnership and of the Underwriters set forth in or made pursuant to this Agreement will or made by or on behalf of the Company, the Operating Partnership or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or the Operating Partnership or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Summit Hotel OP, LP), Underwriting Agreement (Summit Hotel Properties, Inc.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(c), 7 and 8 hereof shall survive the termination or cancellation of this Agreement. The provision of Sections 5(a)(vi) and 5(b)(i) shall terminate upon the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Jakks Pacific Inc), Underwriting Agreement (Jakks Pacific Inc)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Company, the Guarantors or its officers, of the Selling Stockholder their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Company, any Guarantor or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesSecurities and the related Guarantees. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Rti International Metals Inc), Rti International Metals Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of Valero, the Selling Stockholder Exchange Party and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Valero, the Selling Stockholder Exchange Party or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (CST Brands, Inc.), CST Brands, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Shareholders and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Shareholders or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Regeneron Pharmaceuticals, Inc.), Underwriting Agreement (Sanofi)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder officers or directors and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Target Global Acquisition I Corp.), Underwriting Agreement (Target Global Acquisition I Corp.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder and of the Underwriters and the Forward Counterparties set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Forward Counterparty, the Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: General Electric Capital Corp, Regency Centers Corp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officersCompany, of the Selling Stockholder Guarantor and their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Company or the Company Guarantor or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (BlackRock Inc.), Underwriting Agreement (BlackRock Inc.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and the Guarantors or its officers, of the Selling Stockholder their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company or either Guarantor or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Beckman Coulter Inc, Beckman Coulter Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder Shareholder or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 VIII hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 VII and 8 VIII hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Custody Agreement (Electronic Fab Technology Corp), Agreement (Electronic Fab Technology Corp)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Trust, Norwest, the Seller or its officers, the officers of the Selling Stockholder each of them and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriteryou or the Trust, Norwest, the Selling Stockholder or the Company Seller or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections Section 6 and 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Norwest Auto Receivables Corp), Underwriting Agreement (Norwest Auto Receivables Corp)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters each Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Zimmer Biomet Holdings, Inc.), Underwriting Agreement (Zimmer Biomet Holdings, Inc.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 29 29 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: McLeod Inc, McLeod Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Company, the Operating Partnership or its officers, any of the Selling Stockholder their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Underwriters or the Company, the Selling Stockholder or the Company Operating Partnership or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Independence Realty Trust, Inc.), Underwriting Agreement (Independence Realty Trust, Inc.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its Companies, their officers, of the Selling Stockholder Note Issuers their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any UnderwriterUnderwriter or of the Companies, the Selling Stockholder or the Company Note Issuers or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesCertificates. The provisions of Sections 7 9 and 8 10 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (BEC Funding II, LLC), CEC Funding, LLC

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Corporate Executive Board Co), Corporate Executive Board Co

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Company, the Operating Partnership or its officersofficers of the Company, of the each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Selling Stockholder, the Selling Stockholder or Company, the Company Operating Partnership or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Digital Realty Trust, Inc., Digital Realty Trust, Inc.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Shareholders and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder Shareholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Agreement (BlackRock Inc.), Agreement (Merrill Lynch & Co., Inc.)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Trust, the Company or its officers, of the Selling Stockholder officers or trustees and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Selling Stockholder Trust or the Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 10 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Citigroup Inc), Citigroup Capital XVIII

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Stockholder, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation cancelation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Atx Group Inc), Atx Group Inc

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Issuers, the Operating Partnership and the General Partner or its officers, of the Selling Stockholder their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Issuers or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Amerigas Partners Lp, Amerigas Partners Lp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officersCompany, of the Selling Stockholder Stockholders or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Carnival Corp, Carnival Corp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and Chevron, or its officers, of the Selling Stockholder their officers and of the Underwriters and/or any Representatives set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder or the Company Company, Chevron or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(f) and 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Chevron Funding Corp), Chevron Funding Corp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Company, the Subsidiary Guarantors, or its officers, of the Selling Stockholder their respective officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Initial Purchasers or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Hs Resources Inc)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any the Underwriter, the any Selling Stockholder Stockholder, or the Company or any of the officers, directors, employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Amsurg Corp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Dow Chemical Co /De/

Representations and Indemnities to Survive. The respective ------------------------------------------ agreements, representations, warranties, indemnities and other statements of the Company Company, the Parent or its officers, of the Selling Stockholder their officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Initial Purchasers, the Selling Stockholder or Company, the Company Parent or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Archivex LTD

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Unitholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Unitholder or the Company or any of the officers, directors, employees, agents agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesUnits. The provisions of Sections Section 7 and Section 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Vanguard Natural Resources, LLC

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder Shareholder and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Shareholder or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Appears in 1 contract

Samples: Homex Development Corp.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Issuers, the Operating Partnerships and the General Partners or its officers, of the Selling Stockholder their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Underwriter or the Company Issuers or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Amerigas Partners Lp)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the International Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any International Underwriter, the any Selling Stockholder or the Company or any of the officers, directors, employees, agents directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the International Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: HMT Technology Corp

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Company, the Guarantors or its officers, of the Selling Stockholder their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Company or the Company Guarantors or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Armstrong World Industries Inc)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by by, or on behalf of of, any Underwriter, the Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Liberty Mutual Agency Corp)

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: TRI Pointe Homes, LLC

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the any Selling Stockholder Stockholder, or the Company or any of the officers, directors, employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Del Taco Restaurants, Inc.

Representations and Indemnities to Survive. The respective ------------------------------------------ agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder Initial Purchasers or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Appears in 1 contract

Samples: Steelcase Inc

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