Survival Severability. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.3 and 11.4 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement or of the Commitment Period, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Common Stock. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Appears in 4 contracts
Samples: Flexible Financing Agreement (Connetics Corp), Flexible Financing Agreement (Connective Therapeutics Inc), Line of Credit Agreement (Zila Inc)
Survival Severability. The All representations, warranties, covenants covenants, acknowledgments and agreements of the parties hereto contained herein shall survive each Closing hereunder. The indemnity (a) changes in the transactions, documents and contribution agreements contained instruments described in Sections 11.3 and 11.4 hereof shall remain operative and in full force and effect regardless of the Offering Materials, (ib) any termination the acceptance of this Agreement or and the Closing and the delivery of the Commitment PeriodSecurities, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the CompanyConversion Shares, and the Warrant Shares, and (iiic) with respect to any Purchaser, the consummation death, disability, incompetency, termination, bankruptcy, insolvency or dissolution of the sale or successive resales of the Common Stocksuch Purchaser. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Appears in 3 contracts
Samples: Subscription And (Axtive Corp), Subscription And (Next Inc/Tn), Subscription and Securities Purchase Agreement (Speedemissions Inc)
Survival Severability. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.2 and 11.3 and 11.4 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement or of the Commitment Period, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Common Stock. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Telscape International Inc), Line of Credit Agreement (Advanced Media Inc)
Survival Severability. The All representations, warranties, covenants covenants, acknowledgments and agreements of the parties hereto contained herein shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.3 and 11.4 hereof shall remain operative and in full force and effect regardless of (ia) any termination the acceptance of this Agreement or and the Closing and the delivery of the Commitment PeriodSecurities, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the CompanyConversion Shares, and the Warrant Shares, and (iiib) with respect to any Purchaser, the consummation death, disability, incompetency, termination, bankruptcy, insolvency or dissolution of the sale or successive resales of the Common Stocksuch Purchaser. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Appears in 2 contracts
Samples: Exchange Agreement (Speedemissions Inc), Subscription and Securities Purchase Agreement (Avitar Inc /De/)
Survival Severability. (a) The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.3 and 11.4 hereof shall survive and remain operative and in full force and effect regardless of (i) any termination of this Agreement or of the Commitment Period, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Common Stock. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Appears in 1 contract
Samples: Structured Equity Line Flexible Financing (Elcom International Inc)
Survival Severability. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.3 9.2 and 11.4 9.3 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement or of the Commitment Period, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Common Stock. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Appears in 1 contract
Samples: Securities Purchase Agreement (Telscape International Inc)
Survival Severability. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.3 herein shall survive and 11.4 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement or of the Commitment Period, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Common Stock. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.. * * * * *
Appears in 1 contract
Survival Severability. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.3 and 11.4 hereof shall survive and remain operative and in full force and effect regardless of (i) any termination of this Agreement or of the Commitment Period, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Common Stock. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Appears in 1 contract
Survival Severability. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.3 and 11.4 Section 8.3 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement or of the Commitment Period, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Common Stock. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Appears in 1 contract
Samples: Equity Financing Agreement (American International Petroleum Corp /Nv/)
Survival Severability. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.3 10.4 and 11.4 10.5 hereof shall survive and remain operative and in full force and effect regardless of (i) any termination of this Agreement or of the Commitment Period, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Common Stock. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.. (The rest of this page has been intentionally left blank)
Appears in 1 contract
Samples: Equity Line Financing Agreement (Asm International N V)
Survival Severability. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.2 and 11.3 and 11.4 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement or of the Commitment PeriodAgreement, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Common Stock. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Appears in 1 contract
Samples: Securities Purchase Agreement (Telscape International Inc)
Survival Severability. The All representations, warranties, covenants covenants, acknowledgments and agreements of the parties hereto contained herein shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.3 and 11.4 hereof shall remain operative and in full force and effect regardless of (ia) any termination the acceptance of this Agreement or and the Closing and the delivery of the Commitment PeriodSecurities, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the CompanyConversion Shares, and the Warrant Shares, and (iiib) with respect to any Purchaser, the consummation death, disability, incompetency, termination, bankruptcy, insolvency or dissolution of the sale or successive resales of the Common Stocksuch Purchaser. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.. 14.9
Appears in 1 contract
Samples: Subscription and Securities Purchase Agreement (Avitar Inc /De/)
Survival Severability. (a) The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.3 and 11.4 hereof shall survive and remain operative and in full force and effect regardless of (i) any termination of this Agreement or of the Commitment Period, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Common Stock. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that PROVIDED THAT such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Appears in 1 contract
Samples: Agreement (Elcom International Inc)
Survival Severability. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. The indemnity and contribution agreements contained in Sections 11.3 herein shall survive and 11.4 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement or of the Commitment Period, (ii) any investigation made by or on behalf of any indemnified party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Common Stock. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Appears in 1 contract