Common use of Survival of Representations and Agreements Clause in Contracts

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, the Company and the Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 and the contribution agreements contained in Section 10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling Shareholder, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriter. The representations contained in Section 1 and the agreements contained in Sections 5, 6, 9, and 14 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company Independent Underwriter and the Selling Shareholders Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 65, the indemnity agreements contained in Section 9 7 and the contribution agreements contained in Section 108, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Notes to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 9, 8 and 14 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, the Company and the Selling Shareholders Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Stockholder submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling ShareholderStockholder, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriter. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 68, 9, 12, 13 and 14 hereof through 19 inclusive shall survive any termination of this Agreement, including termination pursuant to Section 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereofthereof or by the Selling Stockholders, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 6, 98, 9 and 14 12(e) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations ------------------------------------------ and warranties, covenants and agreements of the UnderwriterAgent, the Company and the Selling Shareholders Stockholder contained in this Agreement or in certificates of officers Agreement, including representations of the Company or any Subsidiary or of and the Selling Shareholders submitted pursuant heretoStockholder in Section 1 and 2, including the agreements contained in Section 5 and 6Sections 5, the indemnity agreements contained in Section 9 and 9, the contribution agreements contained in Section 1010 and the agreements contained in Section 14, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter Agent or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereofthereof or on behalf of the Selling Stockholder, and shall survive delivery of and payment for the Shares to and by the UnderwriterAgent. The representations contained in Section 1 and the agreements contained in Sections 5, 6, 9, 12(d) and 14 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 11 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, Underwriters the Company and the Selling Shareholders Operating Partnership contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 65, the indemnity agreements contained in Section 9 7 and the contribution agreements contained in Section 108, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling Shareholderthe Operating Partnership, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 98, 10 and 14 11(d) hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of any Selling Stockholder, the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderStockholder, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 68, 9, 11 and 14 12 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, the Company and the Selling Shareholders Shareholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Shareholder submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 and the contribution agreements contained in Section 10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling Shareholder, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriter. The representations contained in Section 1 and the agreements contained in Sections 5, 6, 9, and 14 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company Company, and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Stockholders submitted pursuant hereto, including the agreements contained in Section 5 and 65, the indemnity agreements contained in Section 9 7 and the contribution agreements contained in Section 108, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderStockholder, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 98, 10 and 14 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling ShareholderStockholders, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 68, 9, 12 and 14 13 through 19 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10, 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant heretoAgreement, including the agreements contained in Section 5 and 65, the indemnity agreements contained in Section 9 7 and the contribution agreements contained in Section 108, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, by or on behalf of the Underwriter Company, any of its officers and directors or any controlling person thereof or by or on behalf of the Company or any Selling Shareholder, any of their its officers and directors or any controlling person thereofperson, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 9, 8 and 14 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, and the Company and the Selling Shareholders Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted hereto or of the Selling Shareholders submitted pursuant heretothereto, including the agreements contained in Section 5 and 6, the 26 indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling ShareholderStockholder, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and 2 and the agreements contained in Sections 56, 68, 9, 12 and 14 13(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10, 11 or 13 hereof.

Survival of Representations and Agreements. All representations and ------------------------------------------ warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant heretoAgreement, including the agreements contained in Section 5 and Section 6, the indemnity agreements contained in Section 9 7 and the contribution agreements contained in Section 108, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereofthereof or by or on behalf of any Selling Stockholder or any controlling person of any Selling Stockholder, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 5, 6, 97, 8 and 14 12(d) hereof also shall survive any the termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, Underwriters and the Company and the Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant heretoAgreement, including the agreements contained in Section 5 4 and 6Section 5, the indemnity agreements contained in Section 9 6 and the contribution agreements contained in Section 107, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their officers and its officers, directors or employees or any controlling person thereof, and shall survive delivery of and acceptance of, and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and the agreements contained in Sections 5, 6, 9, 6 and 14 7 and 11(d) hereof also shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. A successor to any Underwriter, or 13 to the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in Section 6 and Section 7 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Independent Underwriter and the Company and the Selling Shareholders Guarantors contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 65, the indemnity agreements contained in Section 9 7 and the contribution agreements contained in Section 108, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, the Guarantors, any of their respective officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Notes to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 9, 8 and 14 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, and the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted hereto or of the Selling Shareholders submitted pursuant heretothereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling ShareholderStockholders, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 56, 68, 9, 12 and 14 13(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10, 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, and the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted hereto or of the Selling Shareholders submitted pursuant heretothereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 7 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 68, 9, 11 and 14 12(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, Underwriters and the Company and the Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 6hereof, the indemnity agreements contained in Section 9 7 hereof and the contribution agreements contained in Section 108 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof thereof, or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 98, 10 and 14 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, Underwriters and the Company and the Selling Shareholders Guarantors contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter Underwriters or any controlling person thereof or by or on behalf of the Company or any Selling Shareholderthe Guarantors, any of their officers and directors trustees or any controlling person thereof, and shall survive delivery of and payment for the Shares Securities to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 1, 5, 6, 8, 9, 10, 11 and 14 12 through 18, inclusive, hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, the Company and the Selling Shareholders Guarantors contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 4 and 65, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderGuarantor, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Securities to and by the Underwriter. The representations contained in Section 1 and the agreements contained in Sections 5, 6, 98, 9 and 14 12 through 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company Adviser, and the Selling Shareholders Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Adviser, submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling Shareholderthe Adviser, any of their officers officers, managers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 68, 9, 11 and 14 12(d) hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Stockholder submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling ShareholderStockholder, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 68, 9, 12 and 14 13 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 10 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterCompany, the Company Selling Stockholders and the Selling Shareholders Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant heretoAgreement, including the agreements contained in Section 5 and 67 hereof, the indemnity agreements contained in Section 9 hereof and the contribution agreements contained in Section 1010 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter Underwriters or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderStockholder, or any of their respective officers and directors or any controlling person thereof, thereof and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2, and the agreements contained in Sections 5, 67, 9, 10 and 14 14(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 11 or 13 14 hereof.

Survival of Representations and Agreements. All representations and ------------------------------------------- warranties, covenants covenants, agreements and agreements of the Underwriter, the Company and the Selling Shareholders contained in this Agreement or in certificates of officers other statements of the Company or any Subsidiary its officers and the Initial Purchaser set forth in or of the Selling Shareholders submitted made pursuant heretoto this Agreement, including the agreements contained in Section 5 and 65, the indemnity agreements contained in Section 9 7 and the contribution agreements contained in Section 108, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter Initial Purchaser or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors trustees or any controlling person thereof, and shall survive delivery of and payment for the Shares Notes to and by the UnderwriterInitial Purchaser. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 9, 8 and 14 10(b) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 11 or 13 10 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant heretoAgreement, including the agreements contained in Section 5 and 67, the indemnity agreements contained in Section 9 and the contribution agreements contained in Section 10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors, or any controlling person of the Company, or by or on behalf of the Selling Stockholder, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and 2 and the agreements contained in Sections 5, 67, 9, 10, 13(d) and 14 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, and the Company and the Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted hereto or of the Selling Shareholders submitted pursuant heretothereto, including the agreements contained in Section 5 and 65, the indemnity agreements contained in Section 9 7 and the contribution agreements contained in Section 108, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 98, 10, 11(d) and 14 15 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, and the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted hereto or of the Selling Shareholders submitted pursuant heretothereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling ShareholderStockholders, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 56, 68, 9, 11 and 14 12(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Stockholders submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderStockholder, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 68, 9, 12 and 14 13 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10, 11 or 13 hereof.

Survival of Representations and Agreements. All representations ------------------------------------------ and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant heretoAgreement, including the agreements contained in Section 5 and 6hereof, the indemnity agreements contained in Section 9 7 hereof and the contribution agreements contained in Section 108 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereofthereof or by or on behalf of a Selling Stockholder, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 9, 8 and 14 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders and the Company contained in this Agreement or in certificates of officers of the Company or Agreement, including any Subsidiary or of the Selling Shareholders submitted pursuant heretoTerms Agreement, including the agreements contained in Section 5 and 6SECTION 5, the indemnity agreements contained in Section 9 SECTION 7 and the contribution agreements contained in Section 10SECTION 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or the Selling Shareholders or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriterseveral Underwriters. The representations contained in Section SECTION 1 and the agreements contained in Sections SECTIONS 5, 67, 9, 8 and 14 11(D) hereof shall survive any the termination of the applicable Terms Agreement (including this Agreement, Agreement as incorporated by reference therein) including termination pursuant to Section SECTIONS 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, Underwriters and the Company and the Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant heretoAgreement, including the agreements contained in Section 5 4 and 6Section 5, the indemnity agreements contained in Section 9 6 and the contribution agreements contained in Section 107, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 6, 97, 9 and 14 11(c) hereof also shall survive any the termination of this Agreement, including termination pursuant to Section 8, 9 or 11 hereof. Any successor to any Underwriter, or 13 hereofto the Company, or to their directors, officers or any person controlling any of them, shall be entitled to the benefits of the indemnity and contribution provisions contained in Sections 6 and 7 herein.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, Underwriters and the Company and the Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant 28 hereto, including the agreements contained in Section 5 Sections 4 and 65, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 4, 5, 68, 9, 11 and 14 12 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations and ------------------------------------------ warranties, covenants and agreements of the Underwriter, Underwriters and the Company and the Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant heretoAgreement, including the agreements contained in Section 5 and 6hereof, the indemnity agreements contained in Section 9 7 hereof and the contribution agreements contained in Section 108 hereof, and in certificates of directors or officers of the Company provided pursuant hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling Shareholder, any of their its officers and directors or any controlling person thereof, thereof and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 98, 10 and 14 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, and the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted hereto or of the Selling Shareholders submitted pursuant heretothereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 68, 9, 11 and 14 12(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, Underwriters and the Company and the Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant heretoAgreement, including the agreements contained in Section 5 and 65, the indemnity agreements contained in Section 9 7 and the contribution agreements contained in Section 108, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors (including any person who, with his or her consent, is named in the Registration Statement as about to become, and does become, a director of the Company) or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 9, 8 and 14 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, Underwriters and the Company and the Selling Shareholders Guarantors contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 65, the indemnity agreements contained in Section 9 7 and the contribution agreements contained in Section 108, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof thereof, or by or on behalf of the Company or any Selling ShareholderCompany, the Guarantors, any of their respective officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Notes to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 9, 8 and 14 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Stockholders submitted pursuant heretohereto or thereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling ShareholderStockholders, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 56, 68, 9, 11 and 14 12(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Manager contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Manager submitted pursuant hereto, including the agreements contained in Section 5 Sections 5, 6 and 67, the indemnity agreements contained in Section 9 10 and the contribution agreements contained in Section 1011, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling Shareholderthe Manager, any of their respective officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 5, 6, 97, 8, 10, 11, 13 and 14 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 12 or 13 14 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 67, the indemnity agreements contained in Section 9 and the contribution agreements contained in Section 10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereof, or the Selling Stockholders, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 5, 67, 9, 10, 13 and 14 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 11, 12 or 13 14 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholder contained in this Agreement or in certificates of officers of the Selling Stockholder, the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling ShareholderStockholder, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 68, 9, 11 and 14 12 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, Underwriters and the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted hereto or of the Selling Shareholders submitted pursuant heretothereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling ShareholderStockholders, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 56, 68, 9, 11 and 14 12(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Stockholders submitted pursuant hereto, including the agreements contained in Section 5 and 67, the indemnity agreements contained in Section 9 and the contribution agreements contained in Section 10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or Selling Stockholder or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and Section 2 and the agreements contained in Sections 5, 67, 9, 10, 12, 13 and 14 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, the Company and the Selling Shareholders Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Stockholder submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling ShareholderStockholder, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriter. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 68, 9, 11 and 14 12 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 10 or 13 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Stockholders submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 and the contribution agreements contained in Section 10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderStockholder, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 6, 9, and 14 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11 11, 12 or 13 14 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, Underwriters and the Company and the Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant heretoAgreement, including the agreements contained in Section 5 and 6hereof, the indemnity agreements contained in Section 9 7 hereof and the contribution agreements contained in Section 108 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling ShareholderCompany, any of their its officers and directors (including any person who, with his or her consent, is named in the Registration Statement as about to become, and does become, a director of the Company) or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 67, 9, 8 and 14 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 or 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the UnderwriterUnderwriters, the Company and the Selling Shareholders Stockholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders Stockholder submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 8 and the contribution agreements contained in Section 109, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the any Underwriter or any controlling person thereof or by or on behalf of the Company or any the Selling ShareholderStockholder, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwriterUnderwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 56, 68, 9, 12, 16 and 14 17 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10, 11 or 13 hereof.