Representations and Agreements to Survive Delivery Clause Example with 8 Variations from Business Contracts

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, subject to Section 11 hereof, and 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 Cantor Fitzgerald & Co., LLC 430 Co. 499 Park Avenue, 4th Floor Avenue New York, NY 10022 Facsimile: (212) 214-0803 829-4708 Attention: Head of Investment Banking General Counsel with a copy (which shall not constitute notice) to: Dentons US Covington & Burling LLP 1221 The New York Times Building 620 Eighth Avenue of the Americas New York, NY 10020 10018 Facsimile: (212) 841-1010 Attention: Rob Condon Donald J. Murray Brian K. Rosenzweig If to the Company: NanoVibronix, Veru Inc. 525 Executive Blvd. Elmsford, NY 10523 Attention: Brian Murphy 4400 Biscayne Blvd., Suite 888 Miami, FL 33137 Email: pgreenberg@verupharma.com Attn: Philip R. Greenberg with a copy (which shall not constitute notice) to: Haynes and Boone, LLP 30 Rockefeller Plaza, 26th Floor New York, NY 10112 Reinhart Boerner Van Deuren s.c. 1000 North Water Street, Suite 1700 Milwaukee, WI 53202 Facsimile: (414) 298-8097 Attention: Rick A. Werner Benjamin G. Lombard 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) (a) 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) (b) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) (c) 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. -37- 16. Electronic Notice. An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of Section 15 and this Section 15 16 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 non-electronic form ("Nonelectronic ("Non-electronic Notice") which shall be sent to the requesting party within ten (10) 10 days of receipt of the written request for Nonelectronic Non-electronic 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, 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 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 RXi Pharmaceuticals Corporation 257 Simarano Drive, Suite 101 Marlborough, MA 01752 Attention: Brian Murphy Geert Cauwenbergh, Dr. Med. Sc., President 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, 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 35 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, Outlook Therapeutics, Inc. 525 Executive Blvd. Elmsford, NY 10523 485 Route 1 South Building F, Suite 320 Iselin, New Jersey 08830 Attention: Brian Murphy Lawrence A. Kenyon with a copy to: Haynes and Boone, Cooley LLP 30 Rockefeller Plaza, 26th Floor 55 Hudson Yards New York, NY 10112 10001 Attention: Rick A. Werner Yvan-Claude Pierre Courtney Tygesson 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. 36 16. 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 an 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, 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 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, and 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 & 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 McDermott Will & Emery LLP 1221 Avenue of the Americas 340 Madison Ave New York, NY 10020 10173 Attention: Rob Condon Gary Emmanuel If to the Company: NanoVibronix, InspireMD, Inc. 525 Executive Blvd. Elmsford, NY 10523 4 Menorat Hamaor St. Tel Aviv, Israel 6744832 Attention: Brian Murphy James Barry, PhD. 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 sold hereunder and, subject to Section 11 hereof, any termination of this Agreement. 36 35 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, Outlook Therapeutics, Inc. 525 Executive Blvd. Elmsford, NY 10523 4260 U.S. Route 1 Monmouth Junction, New Jersey 08852 Attention: Brian Murphy Lawrence A. Kenyon with a copy to: Haynes and Boone, Cooley LLP 30 Rockefeller Plaza, 26th Floor 55 Hudson Yards New York, NY 10112 10001 Attention: Rick A. Werner Yvan-Claude Pierre, Marianne Sarrazin 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