Common use of SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC Clause in Contracts

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant Shares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant Shares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesSecurities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesUnits. Notwithstanding any termination or purported termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 109, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentSelling stockholders and the Underwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriter, the CompanySelling stockholders, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution agreements contained in Section 8 and the indemnities, covenants, agreements, representations, warranties set and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesFirm Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company Company, the Selling Stockholders and the Placement Agentseveral Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the CompanySelling Stockholders, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution agreements contained in Section 8 and the indemnities, covenants, agreements, representations, warranties set and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesSecurities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company Company, and the Principal Subsidiary and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Principal Subsidiary, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities Stock and the Delayed Exercise Warrant SharesWarrants. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the indemnities, contribution, covenants, agreements, representations, warranties set and other statements forth in Sections 3, 6, 8, and 10 and Sections 11 through 20, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the -34- Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant Shares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant Shares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the any Placement Agent, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesSecurities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company Company, the Selling Stockholders and the Placement AgentUnderwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentUnderwriters, the Company, the Purchasers Selling Stockholders or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant Shares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 11, the indemnity and contribution and reimbursement agreements contained in Section 8 10 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentSelling stockholders and the Underwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the CompanySelling stockholders, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 Section 8 or Section 10, the indemnity and contribution agreements contained in Section 8 and the indemnities, covenants, agreements, representations, warranties set and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 22, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.. ​

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall will survive delivery of and payment for the Securities Notes and the Delayed Exercise Warrant Sharesissuance of the other Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 7 and the covenants, representations, warranties set forth in this Agreement shall will not terminate and shall will remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Selling Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Selling Agent, the Company, the Purchasers Investors or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesSecurities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 5, Sections 9 or 2, 7, 9, 10, the indemnity 11, 12, 18 and contribution agreements contained in Section 8 and the covenants19, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person Person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant Shares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the CompanyPurchasers, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesSecurities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution and reimbursement agreements contained in Section Sections 8 and 10 and the covenants, representations, representations and warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the any Placement Agent, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities Preferred Stock, Stock and the Delayed Exercise Warrant SharesWarrants. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 Section 8 or Section 10, the indemnity and contribution agreements contained in Section 8 and the indemnities, covenants, agreements, representations, warranties set and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the any Placement Agent, the Company, the Purchasers or any person Person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the indemnities, covenants, agreements, representations, warranties set and other statements forth in Sections 3, 6, 8, and 10 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the each Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant Shares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity indemnity, contribution and contribution reimbursement agreements contained in Section Sections 8 and 10, respectively, and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections SECTIONS 9 or 10, the indemnity and contribution agreements contained in Section SECTION 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company Company, the Selling Shareholders and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers Selling Shareholders, the Investors or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company Company, and the Principal Subsidiary and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Principal Subsidiary, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities Stock and the Delayed Exercise Warrant SharesWarrants. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the indemnities, contribution, covenants, agreements, representations, warranties set and other statements forth in Sections 3, 6, 8, and 10 and Sections 11 through 20, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company Company, the Selling Shareholder and the Placement Agentseveral Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the CompanySelling Shareholder, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant Shares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 Section 8 or Section 10, the indemnity and contribution agreements contained in Section 8 and the indemnities, covenants, agreements, representations, warranties set and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement AgentAgents, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesUnits. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections Section 9 or 10hereof, the indemnity and contribution agreements contained in Section 8 and the indemnities, contribution, covenants, agreements, representations, warranties set and other statements forth in this Agreement Sections 3, 6, 8, and 10 hereof and Sections 11 through 20, inclusive, hereof shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentSelling Shareholders and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the CompanySelling Shareholders, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections Section 9 or 10Section 11 indemnities, the indemnity and contribution agreements contained in Section 8 and the covenants, agreements, representations, warranties set and other statements forth in Sections 2, 5, 8 and 10 and Sections 12 through 22, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesSecurities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution and reimbursement agreements contained in Section Sections 8 and 10 and the covenants, representations, representations and warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement AgentSelling stockholder and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agentany Underwriter, the CompanySelling stockholder, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 Section 8 or Section 10, the indemnity and contribution agreements contained in Section 8 and the indemnities, covenants, agreements, representations, warranties set and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and Company, the Placement Agent, and the QIU, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the QIU, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant Shares. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 9, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement and the Subscription Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesUnits. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10, the indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers Purchaser or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesStock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections SECTIONS 9 or 10, the indemnity and contribution agreements contained in Section SECTION 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.

SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Placement AgentAgents, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the any Placement Agent, the Company, the Purchasers Company or any person controlling any of them and shall survive delivery of and payment for the Securities and the Delayed Exercise Warrant SharesSecurities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Sections 9 or 10Section 8, the payment obligations contained in Section 5, the indemnity and contribution and reimbursement agreements contained in Section 8 Sections 7 and 9 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.