Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of each Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Certificates to each Underwriter.
Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Mortgage Loan Seller submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser to the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser, the Mortgage Loan Seller's representations and warranties contained herein with respect to the Mortgage Loans shall be deemed to relate to the Mortgage Loans actually delivered to the Purchaser and included in the Final Mortgage Loan Schedule and any Substitute Mortgage Loan and not to those Mortgage Loans deleted from the Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof prior to the closing of the transactions contemplated hereby or any Deleted Mortgage Loan.
Warranties and Agreements to Survive Delivery. All representations, warranties shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of Nexcore or any person who controls Nexcore, or by or on behalf of the Company or any person who controls the Company, for a period of four years after the Sales Termination Date, as that term is defined in the Memorandum.
Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or any Terms Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Agent or any controlling person as defined in Section 15 of the 1933 Act of any Agent, or by or on behalf of the Company, and shall survive each delivery of and payment for any of the Notes.
Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of any party hereto submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by, or on behalf of, the Lead Selling Agent, the Managing Owner, the Trust, the Futures Broker, JWH or any person who controls any of the foregoing.
Warranties and Agreements to Survive Delivery. 27 SECTION 12. TERMINATION....................................................................... 27 (a) TERMINATION OF THIS AGREEMENT..................................................... 27 (b) TERMINATION OF AGREEMENT TO PURCHASE NOTES AS PRINCIPAL .......................... 27 (c) GENERAL........................................................................... 28 SECTION 13. NOTICES........................................................................... 28 SECTION 14. PARTIES........................................................................... 29 SECTION 15. GOVERNING LAW; FORUM.............................................................. 29
Warranties and Agreements to Survive Delivery. 27 -------------------------------------------------------------- SECTION 9. Termination of Agreement........................................... 27 ------------------------ (a) Termination; General............................................... 27 (b) Liabilities........................................................ 27 SECTION 10. Default by One or More of the Underwriters......................... 27 ------------------------------------------ SECTION 11. Default by the Company or one or more of the Selling Stockholders. 28 ----------------------------------------------------------------- SECTION 12. Notices............................................................ 29 ------- SECTION 13. Parties............................................................ 29 ------- SECTION 14. Governing Law And Time............................................ 29 ---------------------- SECTION 15. Effect of Headings ................................................ 30 ------------------ SCHEDULE A............................................................................... 32 SCHEDULE B............................................................................... 33 SCHEDULE C............................................................................... 34 SCHEDULE D............................................................................... 35 Draft of February 8, 1999 MICROSTRATEGY INCORPORATED (a Delaware corporation) 4,000,000 Shares of Class A Common Stock (Par Value $.001 Per Share) PURCHASE AGREEMENT ------------------ February __, 1999 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated XXXXXXXXX & XXXXX LLC FRIEDMAN, BILLINGS, XXXXXX & CO., INC. as Representatives of the several Underwriters x/x Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: MicroStrategy Incorporated, a Delaware corporation (the "Company") and the stockholders of the Company named in Schedule D hereto (the "Selling Stockholders") confirm their agreement with Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters"), which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxxx Xxxxx, Xxxxxxxxx & Xxxxx LLC and Friedman, Billings, Xxxxxx & Co., Inc. are acting as representative...
Warranties and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 9 and the agreements, representations, warranties and other statements of the Company and the Selling Shareholder, as described in this Agreement or made by or on behalf of them pursuant to this Agreement, shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, its directors or officers or any person (including each officer or director of such person) controlling any Underwriter or by or on behalf of the Company, its directors or officers or any other person controlling the Company or the Selling Shareholder and (iii) acceptance of and payment for any of the Shares. Each of the parties hereto agrees to notify each other party promptly of the commencement of any proceeding against it and, in the case of the Company, against any of the Company's executive officers, directors or the Secretary of the Company in connection with the issuance and sale of the Shares, or in connection with the Registration Statement or either of the Prospectuses.
Warranties and Agreements to Survive Delivery. 26 SECTION 9.
Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in or incorporated into this Agreement, or contained in Officers' Certificates submitted pursuant hereto, shall remain operative and in full force and effect until the Preferred Stock have been repaid in full, regardless of any investigation made by or on behalf of the Holders or any controlling person of the Interim Purchasers, or by or on behalf of EEX or EEX Capital, and shall survive delivery of the Preferred Stock.
