Representations and Agreements to Survive Delivery Contract Clauses (2,102)
Grouped Into 9 Collections of Similar Clauses From Business Contracts
This page contains Representations and Agreements to Survive Delivery clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf... of the Underwriters, the Company, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative's opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, the Company shall not then be under any liability to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.View More
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties The indemnity and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity contribution agreements contained in Section 5 hereof, 11 of this Agreement and all representations and warranties of the Company he...rein or in certificates delivered pursuant hereto shall remain operative and in full force and effect survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Underwriters, Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. -33- 13.Termination. (a)The Agent may terminate this Agreement, by notice to the Company, and shall survive termination as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the issuance and delivery date as of which information is given in the Public Securities to Prospectus, any change, or any development or event involving a prospective change, in the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date condition, financial or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, otherwise, or in the Representative's opinion will business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the immediate future materially disrupt, general securities ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States; States or (ii) the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Exchange has been suspended or the Nasdaq Capital Market limited, or quoted minimum prices for trading have been fixed on the over Exchange, (4) if any suspension of trading of any securities of the counter Company on any exchange or in the over-the-counter market shall have been suspended, occurred and be continuing, (5) if a major disruption of securities settlements or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if clearance services in the United States shall have become involved in a new war occurred and be continuing, or an increase in existing major hostilities, or (iv) (6) if a banking moratorium has been declared by a either U.S. Federal or New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts authorities. Any such termination shall be without liability of any party to any other party except that the United States securities market, or (vi) if provisions of Section 8 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 13(a), the Agent shall provide the required notice as specified in Section 14 (Notices). (b)The Company shall have sustained a material loss the right, by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, giving five (5) days' notice as hereinafter specified to terminate this Agreement in the Representative's its sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of discretion at any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof of shall remain in full force and effect notwithstanding such a material adverse change termination. (c)The Agent shall have the right, by giving ten (10) days' notice as hereinafter specified to terminate this Agreement in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities its sole discretion at any time after the date hereof, as of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof shall remain in the Representative's sole judgment would make it impracticable full force and effect notwithstanding such termination. (d)This Agreement shall remain in full force and effect unless terminated pursuant to proceed with the offering, sale and/or delivery Sections 13(a), (b), or (c) above or otherwise by mutual agreement of the Units or parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to enforce contracts made by the Underwriters for the sale provide that Section 8, Section 11, Section 12, Section 18 and Section 19 shall remain in full force and effect. -34- (e)Any termination of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, effective on the Company date specified in such notice of termination; provided, however, that such termination shall not then be under any liability effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to any Underwriter; but, if the Settlement Date for any other reason, any Units are not delivered by or on behalf sale of Placement Shares, such Placement Shares shall settle in accordance with the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.View More
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Company contained herein or in certificates delivered pursuant hereto, including, but not limited to, the agreements of the several Underwriters and the Company, including the indemnit...y agreements Company contained in Section 5 7 and Section 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, several Underwriters or any controlling person thereof, or the Company, Company or any of its officers, directors, or controlling persons, and shall survive termination of this Agreement or delivery of, and payment for, the issuance Shares to and delivery of the Public Securities to by the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. hereunder. 20 12. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Effective Closing Date at or an Option Closing Date, as the time case may be, any one or more of the Registration Statement Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is declared effective not more than 10% of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of 10% of such number of Shares without the Commission. 9.2 Termination. The Representative written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than 10% of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the Company shall have the right to terminate this Agreement at any time prior to postpone the Closing Date, (i) but in no event for longer than seven days, in order that the required changes, if any domestic or international event or act or occurrence has materially disrupted, any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the Representative's opinion will in aggregate number of Additional Shares with respect to which such default occurs is more than 10% of the immediate future materially disrupt, general securities markets in aggregate number of Additional Shares to be purchased on such Option Closing Date, the United States; or (ii) if trading on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market non-defaulting Underwriters shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable option to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, the Company shall not then be under any liability to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline (i) terminate their obligation hereunder to purchase the Units for any reason permitted Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this Agreement, within the time specified herein or paragraph shall not relieve any extensions thereof pursuant to the terms herein, (i) the obligations defaulting Underwriter from liability in respect of the Company to pay the out any default of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of such Underwriter under this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.View More
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Underwriters Company contained herein or in certificates delivered pursuant hereto, including, but not limited to, the agreements of the Underwriter and the Company, including the inde...mnity agreements Company contained in Section 5 5(a)(viii) and Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, Underwriter or any controlling person thereof, or the Company, its directors, the officers of the Company signing the Registration Statement, or any of its controlling persons, and shall survive termination delivery of, and payment for, the Shares to and by the Underwriter hereunder. -24- 9. Termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. Agreement. (a) The Representative Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the discretion of the Underwriter, (i) if there has occurred any domestic material adverse change in the securities markets or international event or any event, act or occurrence that has materially disrupted, or in the Representative's opinion of the Underwriter, will in the immediate future materially disrupt, the securities markets or there shall be such a material adverse change in general securities financial, political or economic conditions or the effect of international conditions on the financial markets in the United States; States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares, (ii) if trading in the Company's Common Stock shall have been suspended by the Commission or the NYSE American or trading in securities generally on the NYSE, Nasdaq Stock Market, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market NYSE American shall have been suspended, or (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the Nasdaq Stock Market, the NYSE or maximum ranges for prices for securities shall have been required NYSE American, by FINRA such exchange or by order of the Commission or any other government governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or (iii) if state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States shall have become involved of a national emergency or war, any substantial change or development involving a prospective substantial change in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage other international political, financial or economic conditions or any other calamity or malicious act which, crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not such loss shall have been insured, will, covered by insurance, or (vii) in the Representative's sole opinion, make it inadvisable to proceed with the delivery judgment of the Units, Underwriter, there has been, since the time of execution of this Agreement or (vii) if since the Company respective dates as of which information is given in material breach the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, the Company shall not then be under any liability to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5 5(a)(viii) and Section 7 hereof shall not at all times be in any way affected by effective and shall survive such election or termination or failure termination. (b) If the Underwriter elects to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section, the Company and the other Underwriter shall be notified promptly by the Underwriter by telephone, confirmed by letter. View More
Representations and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company herein or in certificates delivered pursuant hereto, including but not limited to the agreements of the several Underwriters and the Company contained in Section 6 hereof, 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, or the Company or any of its officers, directors, or controlling persons, and shall survive delivery of, a...nd payment for, the Shares to and by the Underwriters hereunder and any termination of this Agreement.View More
Representations and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company herein or in certificates delivered pursuant hereto, including including, but not limited to to, the agreements of the several Underwriters Underwriter and the Company contained in Section 6 5(a)(x) and Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling person thereof, or the Company or any of its officers, directors, or ...controlling persons, and shall survive delivery of, and payment for, the Shares Securities to and by the Underwriters hereunder and any termination of this Agreement. Underwriter hereunder. View More
Representations and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company and the Underwriter herein or in certificates delivered pursuant hereto, including but not limited to the agreements agreement of the several Underwriters Company and the Company Underwriter contained in Section 6 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling person thereof, or the Company or any of its officers, directors, or... controlling persons, and shall survive delivery of, and payment for, the Shares to and by the Underwriters Underwriter hereunder and any termination of this Agreement. View More
Representations and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company herein or in certificates delivered pursuant hereto, 30 including but not limited to the agreements of the several Underwriters and the Company contained in Section 6 hereof, 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, or the Company or any of its officers, directors, or controlling persons, and shall survive delivery of..., and payment for, the Shares Securities to and by the Underwriters hereunder and any termination of this Agreement. View More
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii...) any termination of this Agreement.View More
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefo...r or (iii) any termination of this Agreement. View More
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, HCW, any 27 controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment theref...or or (iii) any termination of this Agreement. View More
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11 10 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons, or the Company (or any of their respective officers, directors directors, employees or controlling persons), (ii) delivery and acceptance of the Placement Shares and ...payment therefor or (iii) any termination of this Agreement. View More
Representations and Agreements to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company, its officers and the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, affiliates, officers, directors or employees or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, w...ill survive delivery of and payment for the Offered Shares sold hereunder and any termination of this Agreement.View More
Representations and Agreements to Survive Delivery. The respective indemnities, contributions, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, affiliates, officers, directors or employees or any controlling person, as the case may be, and, anything herein to the contra...ry notwithstanding, will survive delivery of and payment for the Offered Shares sold hereunder and and, subject to Section 11 hereof, any termination of this Agreement. View More
Representations and Agreements to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company, its officers officers, the Selling Shareholder and the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, or the Company or Selling Shareholder, or any of its or their respective partners, affiliates, officers, directors or employees or any controlling p...erson, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Offered Shares sold hereunder and any termination of this Agreement. View More
Representations and Agreements to Survive Delivery. The respective indemnities, contribution agreements, representations, warranties and other agreements and statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, affiliates, officers, directors or employees or any controlling person, as the case may be, and, anything herein ...to the contrary notwithstanding, will survive delivery of and payment for the Offered Shares sold hereunder and and, subject to Section 11 hereof, any termination of this Agreement. View More
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf... of any Underwriter, the Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect.View More
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties warranties, and agreements contained in this Agreement shall be deemed to be representations, warranties warranties, and agreements as of at the Closing Date or the Option Closing Date, if any, as applicable, and such representations, warranties warranties, and agreements of the EarlyBirdCapital, Inc. , 2019 Page 35 of 43 Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof, shall ...remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company or any Controlling Person, controlling person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. View More
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties warranties, and agreements contained in this Agreement shall be deemed to be representations, warranties warranties, and agreements as of at the Closing Date or the Option Closing Date, if any, as applicable, and such representations, warranties warranties, and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section Sections 5 and 6 hereof, shall remain operative and in full ...force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company or any Controlling Person, controlling person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. View More
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties warranties, and agreements contained in this Agreement shall be deemed to be representations, warranties warranties, and agreements as of at the Closing Date or the Option Closing Date, if any, as applicable, and such representations, warranties warranties, and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section Sections 5 and 6 hereof, shall remain operative and in full ...force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company or any Controlling Person, controlling person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. View More
Representations and Agreements to Survive Delivery. The respective indemnities, contributions, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers, directors or employees or any controlling person, as the case may be, and, anything herein to the contrary notwithst...anding, will survive delivery of and payment for the Offered Shares sold hereunder and, subject to Section 11 hereof, any termination of this Agreement. 36 15. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Representative: H.C. Wainwright & Co., LLC 430 Park Avenue, 4th Floor New York, NY 10022 Facsimile: (212) 214-0803 Attention: Head of Investment Banking with a copy to: Dentons US LLP 1221 Avenue of the Americas New York, NY 10020 Attention: Rob Condon If to the Company: NanoVibronix, Inc. 525 Executive Blvd. Elmsford, NY 10523 Attention: Brian Murphy with a copy to: Haynes and Boone, LLP 30 Rockefeller Plaza, 26th Floor New York, NY 10112 Attention: Rick A. Werner Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange and commercial banks in the City of New York are open for business. An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of this Section 15 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice") which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.View More
Representations and Agreements to Survive Delivery. The respective indemnities, contributions, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers, directors or employees or any controlling person, as the case may be, and, anything herein to the contrary notwithst...anding, will survive delivery of and payment for the Offered Shares Securities sold hereunder and, subject to Section 11 hereof, and any termination of this Agreement. 36 37 15. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Representative: H.C. Wainwright & Co., LLC 430 Park Avenue, 4th Floor New York, NY 10022 Facsimile: (212) 214-0803 Attention: Head of Investment Banking with a copy to: Dentons US LLP 1221 Avenue of the Americas New York, NY 10020 Attention: Rob Condon If to the Company: NanoVibronix, Inc. 525 Executive Blvd. Elmsford, NY 10523 Attention: Brian Murphy with a copy to: Haynes and Boone, LLP 30 Rockefeller Plaza, 26th Floor New York, NY 10112 Attention: Rick A. Werner If to the Company: OpGen, Inc. 708 Quince Orchard Road, Suite 205 Gaithersburg, MD 20878 Attention: Evan Jones with a copy to: Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 Attention: Mary J. Mullany Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange and commercial banks in the City of New York are open for business. An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of this Section 15 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice") which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice. 38 17. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Underwriters and their respective successors and the parties referred to in Section 9 hereof. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that the Underwriter may assign its rights and obligations hereunder to an affiliate thereof without obtaining the Company's consent. View More
Representations and Agreements to Survive Delivery. The respective indemnities, contributions, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers, directors or employees or any controlling person, as the case may be, and, anything herein to the contrary notwithst...anding, will survive delivery of and payment for the Offered Shares Securities sold hereunder and, subject to Section 11 hereof, and any termination of this Agreement. 36 26 15. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Representative: H.C. Wainwright & Co., LLC 430 Park Avenue, 4th 3rd Floor New York, NY 10022 Facsimile: (212) 214-0803 Attention: Head of Investment Banking with a copy to: Dentons US Zysman, Aharoni, Gayer and Sullivan & Worcester LLP 1221 Avenue of the Americas 1633 Broadway, 32nd Floor New York, NY 10020 10019 Attention: Rob Condon Oded Har-Even If to the Company: NanoVibronix, Inc. 525 Executive Blvd. Elmsford, NY 10523 Phio Pharmaceuticals Corp. 257 Simarano Drive, Suite 101 Marlborough, MA 01752 Attention: Brian Murphy Gerrit Dispersyn, Dr. Med. Sc., President and CEO with a copy to: Haynes and Boone, Gibson, Dunn & Crutcher LLP 30 Rockefeller Plaza, 26th Floor New York, NY 10112 555 Mission Street, Suite 3000 San Francisco, CA 94105 Attention: Rick Ryan A. Werner Murr Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange and commercial banks in the City of New York are open for business. An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of this Section 15 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice") which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice. View More
Representations and Agreements to Survive Delivery. The respective indemnities, contributions, contribution agreements, representations, warranties and other agreements and statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers, directors or employees or any controlling person, as the case may be, and, anything here...in to the contrary notwithstanding, will survive delivery of and payment for the Offered Shares sold hereunder and, subject to Section 11 11 hereof, any termination of this Agreement. 36 -36- 15. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Representative: H.C. Wainwright Representatives: c/o Raymond James & Co., LLC 430 Park Avenue, 4th Floor Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: General Counsel c/o Oppenheimer & Co. Inc. 85 Broad Street New York, NY 10022 Facsimile: (212) 214-0803 New York 10004 Attention: Head of Investment Banking General Counsel with a copy to: Dentons US Goodwin Procter LLP 1221 The New York Times Building 620 Eighth Avenue of the Americas New York, NY 10020 10018 Attention: Rob Condon Thomas S. Levato If to the Company: NanoVibronix, VBI Vaccines Inc. 525 222 3rd Street, Suite 2241 Cambridge, MA 02142 Attention: Jeff Baxter, Chief Executive Blvd. Elmsford, NY 10523 Attention: Brian Murphy Officer with a copy to: Haynes and Boone, LLP 30 Rockefeller Plaza, 26th Floor New York, NY 10112 Attention: Rick A. Werner Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange and commercial banks in the City of New York are open for business. An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of this Section 15 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice") which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice. View More
Representations and Agreements to Survive Delivery. The respective representations, warranties, agreements and statements of the Company and the Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain operative and in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Underwriters or any controlling person of any Underwriter, the Company or any of its officers, directors or any controlling person...s, and shall survive delivery of and payment for the Shares hereunder.View More
Representations and Agreements to Survive Delivery. The respective representations, warranties, agreements and statements of the Company and the Underwriters, Placement Agents, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain operative and in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Underwriters Placement Agents or any controlling person of any Underwriter, the Placement Agents, the Company or... any of its officers, directors or any controlling persons, and shall survive delivery of and payment for the Shares hereunder. Closing. View More
Representations and Agreements to Survive Delivery. The respective representations, warranties, agreements agreements, indemnities and statements of the Company Martin Parties or their respective officers and of the Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain operative and in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Underwriters or any controlling person of any Underwriter,...the Company Underwriters, the Martin Parties or any of its their officers, directors directors, employees, agents or any controlling persons, persons referred to in Section 8 hereof, and shall survive delivery of and payment for the Shares Units hereunder. View More
Representations and Agreements to Survive Delivery. All representations, warranties and agreements of the Company herein or in certificates delivered pursuant hereto, and the agreements contained in Section 4A hereto and the indemnity and contribution agreements contained in Section 6 hereto, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any of its directors, officers, agents, affiliates or any controlling persons, or the Company or any of its officers, directors or ...any controlling persons and shall survive delivery of the Bonds to the Underwriters hereunder.View More
Representations and Agreements to Survive Delivery. All representations, warranties and agreements of the Company herein or in certificates delivered pursuant hereto, and the agreements contained in Section 4A hereto and the indemnity and contribution agreements 20 contained in Section 6 hereto, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any of its directors, officers, agents, affiliates or any controlling persons, or the Company or any of its officers, directors ...or any controlling persons and shall survive delivery of the Bonds to the Underwriters hereunder. View More
Representations and Agreements to Survive Delivery. (a) The respective agreements, representations and warranties of the Company and the Dealer Manager set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Dealer Manager or any Dealer or any person controlling the Dealer Manager or any Dealer or by or on behalf of the Company or any person controlling the Company and (ii) the acceptance of any payment for the Shares. (b) The respective agreements and obligat...ions of the Company and the Dealer Manager set forth in Sections 4, 6(g), 8(a), 8(e), 8(h), 8(k), 9 through 12, 16, 20, 21, 23 and 24 shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Dealer Manager or any Dealer or any person controlling the Dealer Manager or any Dealer or by or on behalf of the Company or any person controlling the Company, (ii) the acceptance of any payment for the Shares and (iii) the expiration or termination of this Agreement.View More
Representations and Agreements to Survive Delivery. (a) The respective agreements, representations and warranties of the Company Company, the Sponsor and the Dealer Manager set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Dealer Manager or any Dealer or any person controlling the Dealer Manager or any Dealer or by or on behalf of the Company Company, the Sponsor or any person controlling either the Company or the Sponsor and (ii) the acceptance of any p...ayment for the Shares. (b) The respective agreements and obligations of the Company Company, the Sponsor and the Dealer Manager set forth in Sections 4, 6(g), 8(a), 8(e), 8(h), 8(k), 9 5, 7(g), 9(a), 9(e), 9(h), 9(k), 10 through 12, 16, 20, 13, 17, 21, 23 22, 24 and 24 25 shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Dealer Manager or any Dealer or any person controlling the Dealer Manager or any Dealer or by or on behalf of the Company or any person controlling the Company, (ii) the acceptance of any payment for the Shares and (iii) the expiration or termination of this Agreement. View More
