Common use of Survival of Certain Representations and Obligations Clause in Contracts

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect regardless of any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company Transaction Entities, the Manager or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Transaction Entities, the Manager or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesOffered Shares. If the purchase of the Securities Offered Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesOffered Shares, and the respective obligations of the Company Transaction Entities and the Underwriters Manager, on the one hand, and the Underwriters, on the other hand, pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities Offered Shares have been purchased hereunder, the representations and warranties in Section 1 Sections 2 through 3 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company Company, the Guarantor or its their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Company, the Guarantor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section Sections 7(c)(iii), 7(c)(iv), 7(c)(vi), 7(c)(vii), 7(c)(viii) and 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company and the Guarantor will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company Company, the Guarantor and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iihereof or the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii7(d), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect regardless of any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesShares. If the purchase of the Securities Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesShares, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities Shares have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Securities have been purchased hereunder the representations and warranties in Section 3 and all obligations under Section 6 shall also remain in effect. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii)9, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this the Terms Agreement (including these Standard Provisions) will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this the Terms Agreement pursuant to Sections 5(c)(iii), (iv), (vi), (vii) and (viii) or Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunderunder the Terms Agreement, the representations and warranties in Section 1 hereof and all obligations under Section 5 3 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iihereof or the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii)7(d) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 hereof and all obligations under Section 5 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely any of the events specified in clauses (iii), (iv), (vi), (vii) or (viii) of Section 7(c), or because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely any of the events specified in clauses (iii), (iv), (vi), (vii) or (viii) of Section 7(c) or because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Purchasers pursuant to Section 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii8 or the occurrence of any event specified in clause (C), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi(D) or (E) of Section 8(a)(vii6(b)(ii), the Company will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of any of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, hereof or due to the failure to satisfy any condition under Section 8(a)(ii7(d)(iii), Section 8(a)(iii(iv), Section 8(a)(v), Section 8(a)(vi(vi) or Section 8(a)(vii)(viii) hereof, the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesOffered Securities not so purchased, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely any of the events specified in clauses (iii), (iv), (vi), (vii) or (viii) of Section 7(c) hereof or because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Purchasers pursuant to Section 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii8 or the occurrence of any event specified in clause (C), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi(D) or (E) of Section 8(a)(vii6(b), the Company will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect regardless of any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesShares. If the purchase of the Securities Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesShares, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities Shares have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Securities. If for any reason the purchase of the Securities by the Underwriters hereunder is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii8 or the occurrence of any event specified in clause (ii) (other than with respect to the Company’s securities), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi(iii) or (iv) of Section 8(a)(vii6(d), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iihereof or the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii)7(c) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of any of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, hereof or due to the failure to satisfy any condition under Section 8(a)(ii7(c)(iii), Section 8(a)(iii(iv), Section 8(a)(v), Section 8(a)(vi(vi) or Section 8(a)(vii)(viii) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesOffered Securities not so purchased, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, hereof or the occurrence of any event specified in Section 8(a)(ii7(d)(iv), Section 8(a)(iii(vi), Section 8(a)(v), Section 8(a)(vi(vii) or Section 8(a)(vii)(viii) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable, documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 hereof and all obligations under Section 5 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If for any reason the purchase of the Offered Securities by the Underwriter is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriter pursuant to Section 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination occurrence of this Agreement pursuant to Section 9 hereof, Section 8(a)(iiany event specified in clause (iii), Section 8(a)(iii(iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), Section 8(a)(v(v), Section 8(a)(vi(vi) or (vii) of Section 8(a)(vii7(c), the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers officers, directors and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii10(i), Section 8(a)(iii10(ii), Section 8(a)(v10(iii), Section 8(a)(vi10(iv), 10(vi) or Section 8(a)(vii)10(vii) hereof, the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters Underwriter pursuant to Section 7 8 hereof shall also remain in effecteffect notwithstanding any termination of this Agreement. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 hereof and all obligations under Section 5 6 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect regardless of any investigation or statement as to the results thereof, made by or on behalf of any Underwriterthe Underwriters, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesShares. If the purchase of the Securities Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesShares, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities Shares have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely (A) any event specified in Section 7(c)(iii), (iv), (vi), (vii) or (viii) or (B) because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company Company, the Guarantor or its their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Company, the Guarantor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section Sections 7(c)(iii), 7(c)(iv), 7(c)(vi), 7(c)(vii), 7(c)(viii) and 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company and the Guarantor will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company Company, the Guarantor and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company Partnership Parties or its their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Partnership Parties or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesNotes. If the purchase of the Securities Notes by the Underwriters is not consummated for any reason other than solely (a) any event specified in clause (iii), (vi), (vii) or (viii) of Section 7(c) of this Agreement, or (b) because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii)the Partnership Parties will, Section 8(a)(iii)jointly and severally, Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesNotes, and the respective obligations of the Company Partnership Parties and the Underwriters pursuant to Section 7 8 hereof and the obligations of the Partnership Parties pursuant to Section 10 shall also remain in effect. In addition, if any Securities Notes have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iihereof or the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii)7(c) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 2 hereof and all obligations under Section 5 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated due to (i) the failure to achieve the conditions precedent provided for any reason other than solely because in Sections 7(a), 7(b), 7(c)(i) (unless the condition in 7(h) is satisfied), 7(c)(ii), 7(c)(v), 7(d), 7(e), 7(h) or 7(j), then the Company, or (ii) the failure of the termination of this Agreement pursuant Selling Stockholders to deliver the Securities as provided for in Section 9 hereof, Section 8(a)(ii3 or the failure to achieve the conditions precedent provided for in 7(f) or 7(i), Section 8(a)(iii)then the Selling Stockholders jointly and severally, Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iihereof or the occurrence of any event specified in clause (iv), (vi) and (vii) of Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi7(e) or Section 8(a)(vii)hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely due to the failure to satisfy any condition specified in clauses (iii), (iv), (vi) or (viii) of section 7(c) hereof or because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, hereof or as a result of any event set forth in Section 8(a)(ii7(c)(ii), Section 8(a)(iii(iii), Section 8(a)(v(v), Section 8(a)(vi(vi) or Section 8(a)(vii(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably incurred and documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, hereof or as a result of any event set forth in Section 8(a)(ii7(c)(ii), Section 8(a)(iii(iii), Section 8(a)(v(v), Section 8(a)(vi(vi) or Section 8(a)(vii(vii), the Company will reimburse the Underwriters for all reasonably incurred and documented out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect regardless of any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v8(a)(iv), Section 8(a)(vi8(a)(v) or Section 8(a)(vii8(a)(vi), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 6 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 4 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely due to any of the events described in Section 7(c)(iii), (iv), (vi), (vii) or (viii) hereof or because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, ‎9 hereof or as a result of any event set forth in Section 8(a)(ii7(c)(ii), Section 8(a)(iii(iii), Section 8(a)(v(v), Section 8(a)(vi(vi) or Section 8(a)(vii(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably incurred and documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 ‎8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 ‎2 and all obligations under Section 5 ‎5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The --------------------------------------------------- respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, Underwriter or the Company or any of their respective representatives, its officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesBonds. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Bonds by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Securities Bonds by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii8 or the occurrence of any event specified in clause (iii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi(iv) or (v) of Section 8(a)(vii6(b), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effectBonds.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesNotes. If the purchase of the Securities Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii10 hereof or the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii)7(c) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesNotes, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities Notes have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely any of the events specified in clauses (iii), (iv), (vi), (vii) or (viii) of Section 7(c) because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including reasonable and documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iior the occurrence of any event specified in clause (iv), Section 8(a)(iii(vi), Section 8(a)(v), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii)7(c) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii7(c)(iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) or Section 8(a)(vii)9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company Company, the Selling Stockholders and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iior the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii7(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesShares. If the purchase of the Securities Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, hereof or as a result of any event set forth in Section 8(a)(ii7(c)(ii), Section 8(a)(iii(iii), Section 8(a)(v(v), Section 8(a)(vi(vi) or Section 8(a)(vii(vii), the Company will reimburse the Underwriters for all reasonably incurred and documented out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesShares, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities Shares have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to this Section 9 hereof, Section 8(a)(ii10 or the occurrence of any event specified in clause (iv), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi(vi) or (vii) of Section 8(a)(vii)7(d) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 2 hereof and all obligations under Section 5 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, hereof or due to the failure to satisfy any condition under Section 8(a)(ii7 (c) (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or Section 8(a)(vii)(viii) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iihereof or the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii7(d), the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters Underwriter pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements statements, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 7(d) hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company agrees that the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesNotes. If the purchase of the Securities Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section Sections 7(c)(iii), 7(c)(iv), 7(c)(vi), 7(c)(vii), 7(c)(viii) and 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesNotes, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities Notes have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of Chrysler, of the Company or its officers and of the several Underwriters Managers set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterManager, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the International Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the International Securities by the Managers is not consummated, Chrysler and the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, Chrysler and the Managers pursuant to Section 7 shall remain in effect and if any International Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the International Securities by the Underwriters Managers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, 8 or the occurrence of any event specified in Section 8(a)(ii6(c)(A) or clause (iii), Section 8(a)(iii(iv), or (v) of Section 8(a)(v6(c)(B), Section 8(a)(vi) or Section 8(a)(vii), Chrysler and the Company will reimburse the Underwriters Managers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the International Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iihereof or the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii7(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof or the occurrence of any event specified in Section 7(d) hereof (other than the occurrence of an event described in Section 7(d)(v)) hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 hereof and all obligations under Section 5 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other written statements of the Company or any of its officers and of the several 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 Company or any of their its respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesShares. If this Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Shares by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall remain in effect and if any Shares have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 4 shall remain in effect. If the purchase of the Securities Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii7 or the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii5(b), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effectShares.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for because the conditions in Sections 7(a), 7(b), 7(c)(i), 7(c)(ii), 7(c)(v), 7(d), 7(e), 7(g) or 7(h) hereof are not satisfied, or by reason of any reason other than solely because failure, refusal or inability on the part of the termination Company to perform any undertaking of this Agreement pursuant or to Section 9 hereofcomply with any of the terms hereof on its part to be performed, Section 8(a)(ii)unless such failure, Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) refusal or Section 8(a)(vii)inability is due primarily to the default or omission of the Underwriters, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section Sections 7(c)(iii), (iv), (vi), (vii), (viii) or 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of any of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, 8 hereof or due to the failure to satisfy any condition under Section 8(a)(ii6(c)(iii), Section 8(a)(iii(iv), Section 8(a)(v), Section 8(a)(vi(vi) or Section 8(a)(vii)(viii) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesOffered Securities not so purchased, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 4 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iior the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii)7(c) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iihereof or the occurrence of any event specified in clauses (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii7(c), the Company will reimburse the Underwriters for all documented out-of-pocket expenses (including reasonable and documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iihereof or the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii7(f), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely any of the events specified in clauses (iii), (iv), (vi), (vii) or (viii) of Section 7(c) or because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii11 (i), Section 8(a)(iii(iii), Section 8(a)(v), Section 8(a)(vi(iv) or Section 8(a)(vii)(v) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof and the obligations of the Company pursuant to Section 10 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely (a) any event specified in clause (ii), (iii), (v), (vi) or (vii) of Section 7(c) of this Agreement, or (b) because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect regardless of any investigation or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesShares. If the purchase of the Securities Shares by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesShares, and the respective obligations of the Company and the Underwriters Underwriter pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities Shares have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company Partnership Parties or its their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Partnership Parties or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesUnits. If the purchase of the Securities Units by the Underwriters is not consummated for any reason other than solely (a) any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 7(c) of this Agreement, or (b) because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii)the Partnership Parties will, Section 8(a)(iii)jointly and severally, Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of one counsel) reasonably incurred by them in connection with the offering of the SecuritiesUnits, and the respective obligations of the Company Partnership Parties and the Underwriters pursuant to Section 7 8 hereof and the obligations of the Partnership Parties pursuant to Section 10 shall also remain in effect. In addition, if any Securities Units have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi7(f)(iii)–(viii) hereof or Section 8(a)(vii)if the Underwriter defaults in its obligation to purchase Offered Securities hereunder, the Company will reimburse the Underwriters Underwriter for all out-of-pocket accountable expenses (including reasonable and documented fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters Underwriter pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, or the occurrence of any event specified in Section 8(a)(ii7(c) hereof (other than the occurrence of an event described in Section 7(c)(v), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Placement Agents set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Placement Agents, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesUnits. If the purchase sale and issuance of the Securities Units by the Underwriters is Company hereunder are not consummated for any reason reason, other than solely because of the termination by a material breach of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii)by any Placement Agent, the Company will reimburse the Underwriters Placement Agents for all out-of-pocket expenses the Placement Agent Expenses (including fees and disbursements of counselcounsel pursuant to Section 6(h) hereof) reasonably incurred by them as of the date on which the Company notifies the Placement Agents in writing that it has decided not to consummate the sale and issuance of the Units in connection with the offering of the SecuritiesUnits, and the respective obligations of the Company and the Underwriters Placement Agents pursuant to Section 7 9 hereof shall also remain in effect. In addition, if any Securities Units have been purchased hereunderunder this Agreement and the Subscription Agreements, the representations and warranties in Section 1 4 hereof and all obligations under Section 5 6 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters Underwriter is not consummated for by reason of any reason other than solely because failure, refusal or inability on the part of the termination Company to perform any agreement required on its part to be performed, or because any other condition of this Agreement pursuant the Underwriter's obligations hereunder required to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii)be fulfilled by the Company is not fulfilled, the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them the Underwriter in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters Underwriter pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunderunder this Agreement, the representations and warranties in Section 1 2 hereof and all obligations under Section 5 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii8 hereof or the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii)6(d) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunderunder this Agreement, the representations and warranties in Section 1 2 hereof and all obligations under Section 5 4 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the default of one or more Underwriters pursuant to Section 9 hereof or the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii10 hereof or the occurrence of any event specified in clauses (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii)7(c) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, hereof or due to the failure to satisfy any condition under Section 8(a)(ii7(c)(iii), Section 8(a)(iii(iv), Section 8(a)(v), Section 8(a)(vi(vi) or Section 8(a)(vii)(viii) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of JCPR, JCPenney and the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company JCPR or JCPenney or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesCertificates. If for any reason the purchase of the Securities Certificates by the Underwriters pursuant to this Agreement is not consummated, JCPR shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of JCPR, JCPenney and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Certificates by the Underwriters is not consummated for any reason other than solely because of the termination occurrence of this Agreement pursuant to Section 9 hereof, Section 8(a)(iiany event specified in clauses (iii), (iv) or (v) of Section 8(a)(iii6(b), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company JCPR and JCPenney will reimburse the Underwriters for all out-out- of-pocket expenses (including fees and disbursements disbursement of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effectCertificates.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, or Section 8(a)(ii11 or the occurrence of any event specified in Section 7(d)(ii), Section 8(a)(iii(iii), Section 8(a)(v(v), Section 8(a)(vi(vi) or Section 8(a)(vii(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable, documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesOffering, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof 8 shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers officers, and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company Company, or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iiSections 6(c)(iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or Section 8(a)(vii)and (viii) hereof, the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters Underwriter pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunderunder this Agreement, the representations and warranties in Section 1 hereof and all obligations under Section 5 4 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than (A) any event specified in Section 7(c)(iii), (iv), (vi), (vii) or (viii) or (B) solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all reasonable and documented out-of-pocket expenses (including reasonable fees and disbursements of counselone counsel for the Underwriters) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section Sections 5 and 8 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesOffered Shares. If the purchase of the Securities Offered Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesOffered Shares, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. Upon the Company’s request, the Underwriters shall provide appropriate back-up documentation of specific items of the out-of-pocket expenses to the extent that such documentation is reasonably available. In addition, if any Securities Offered Shares have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, hereof or due to the failure to satisfy any condition under Section 8(a)(ii7(c)(ii), Section 8(a)(iii(iii), Section 8(a)(v(v), Section 8(a)(vi(vi) or Section 8(a)(vii)(vii) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely due to failure to satisfy any condition specified in the clauses (iii), (iv), (vi) or (viii) of Section 7(c) hereof or because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company Chevy Chase or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Xxxxx Xxxxx or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the SecuritiesCertificates. If this Agreement is terminated or if for any reason the purchase of the Certificates by the Underwriters is not consummated, Chevy Chase shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 7 and the respective obligations of Chevy Chase and the Underwriters pursuant to Section 8 and 9 shall remain in effect, and if any Certificates have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 and 6 shall also remain in effect. If the purchase of the Securities Certificates by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii10 or the occurrence of any event specified in clause (ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi(iv) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements v) of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.Section

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company Issuer, the Guarantors or its their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Issuer, the Guarantors or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 7(c)(iii), 7(c)(iv), 7(c)(vi), 7(c)(vii), 7(c)(viii) or 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company Issuer and the Guarantors will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and the respective obligations of the Company Issuer, the Guarantors and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers officers, and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(iior the occurrence of any event specified in clause (iii), Section 8(a)(iii(iv), Section 8(a)(v(vi), Section 8(a)(vi(vii) or (viii) of Section 8(a)(vii)7(d) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company Company, and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect; provided, however, if the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii)reason, the Company will not be required to reimburse the Underwriters for all their out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities, and Offered Securities in an amount in excess of $100,000 (unless otherwise agreed to by the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effectCompany).

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, , the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely any of the events specified in clauses (iii), (iv), (vi), (vii) or (viii) of Section 7(c) or because of the termination of this Agreement pursuant to Section 9 hereof, Section 8(a)(ii), Section 8(a)(iii), Section 8(a)(v), Section 8(a)(vi) or Section 8(a)(vii), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of any of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, hereof or due to the failure to satisfy any condition under Section 8(a)(ii7(c)(iii), Section 8(a)(iii(iv), Section 8(a)(v), Section 8(a)(vi(vi) or Section 8(a)(vii)(viii) hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the SecuritiesOffered Securities not so purchased, and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 hereof shall also remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 5 shall remain in effect.