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Representations and Agreements to Survive Delivery Clause Example with 193 Variations from Business Contracts
This page contains Representations and Agreements to Survive Delivery clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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.
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FG Merger Corp. contract
Variations of a "Representations and Agreements to Survive Delivery" Clause from Business Contracts
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 and Company herein or in certificates delivered pursuant hereto, including but not limited to the Company, including agreements of the indemnity agreements Underwriter, th...e Company contained in Section 5 6 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, Company or any of its officers, directors, or controlling persons, or any controlling person thereof, and shall survive delivery of, and payment for, the Securities to and by the Underwriter hereunder and any termination of this Agreement or the issuance and delivery Agreement. -32- 8. Termination of the Public Securities this Agreement. (a) Right 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. Terminate. 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 First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or agreement on its part to be performed hereunder, (ii) any condition of the Underwriter's obligations hereunder is not fulfilled, (iii) trading in the Representative's opinion will Company's Common Stock shall have been suspended by the Commission or The NASDAQ Stock Market or trading in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital NASDAQ Stock Market or quoted on the over the counter market New York Stock Exchange shall have been suspended, or (iv) 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 or maximum ranges for prices for securities shall have been required New York Stock Exchange, by FINRA such Exchange or by order of the Commission or any other government authority Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or (iii) if New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) 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 change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change 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 international political, financial or economic conditions, or any other calamity or malicious act which, whether crisis that, in your judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion 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 and payment for the Public Securities. 9.3 Expenses. If this Agreement Any such termination shall be terminated pursuant to Section 6 hereof, the Company shall not then be under without liability of any liability party 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, party except that the provisions of Section 5 4(a)(vii) and Section 6 hereof shall not at all times be in any way affected by effective and shall survive such election or termination or failure termination. (b) Notice of Termination. If you elect to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter.
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XBiotech Inc. contract
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 herein or in certificates delivered pursuant hereto, including but not limited to the agreements of the several Underwriters and the Company, including the indemnity agreements...5 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 Underwriters, the Company, Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Securities to and by the Underwriters hereunder and any termination of this Agreement or the issuance and delivery Agreement. -25- 8. Termination of this Agreement. (a) Right to Terminate. You, as Representatives 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 several Underwriters, 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 First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or in agreement on its part to be performed hereunder, (ii) any condition of the Representative's opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if Underwriters' obligations hereunder is not fulfilled, (iii) trading on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Stock Market or the Nasdaq Capital Market or quoted on the over the counter market New York Stock Exchange shall have been suspended, or (iv) 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 or maximum ranges for prices for securities shall have been required the New York Stock Exchange, by FINRA such exchange or by order of the Commission or any other government authority Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or (iii) if state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) 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 in of a new war national emergency or an increase in existing major hostilities, war, 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 any other calamity or malicious act which, whether crisis that, in your judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion 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 and payment for the Public Securities. 9.3 Expenses. If this Agreement Any such termination shall be terminated pursuant to Section 6 hereof, the Company shall not then be under without liability of any liability party 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, party except that the provisions of Section 5 4(g) and Section 6 hereof shall not at all times be in any way affected by effective and shall survive such election or termination or failure termination. (b) Notice of Termination. If you elect to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section 8, the Company shall be notified promptly by you by telephone, confirmed by letter.
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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 herein or in certificates delivered pursuant hereto, including, but not limited to, the agreements of the several Underwriters and the Company, including the indemnity agreemen...ts 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, several Underwriters or any controlling person thereof, or the Company, Company or any of its officers, directors, or controlling persons, and shall survive termination delivery of, and payment for, the Securities to and by the Underwriters hereunder. -23- 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. The Representative Agreement. (a) Any 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, if in the discretion of such 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 such 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 such Underwriter, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities, (ii) if trading in the Company's Common Stock shall have been suspended by the Commission, the OTCQB or trading in securities generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq NASDAQ Global Market, New York Stock Exchange or the Nasdaq Capital Market or quoted on the over the counter market NYSE MKT 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 Global Market, New York Stock Exchange, or maximum ranges for prices for securities shall have been required NYSE MKT, 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 New York or California 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 international political, financial or economic conditions or any other calamity or malicious act which, crisis, (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 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 judgment of such a Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the conditions of the Company, assets, properties, condition, financial or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as otherwise, or in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery results of the Units operations, business affairs 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 business prospects of the Company and its subsidiaries considered 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 a whole, 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 effective and shall survive such termination. (b) If any Underwriter elects to terminate this Agreement as provided in any way affected this Section, the Company and the other Underwriters shall be notified promptly by such election or termination or failure to carry out the terms of this Agreement or any part hereof. Underwriter by telephone, confirmed by letter.
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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 herein or in certificates delivered pursuant hereto, and the agreements of the several Underwriters and the Company, including the indemnity agreements Company contained in Sec...tion 5 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 Underwriters, the Company, Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Securities to and by the Underwriters hereunder and any termination of this Agreement or the issuance and delivery of the Public Securities Agreement. 30 8. Termination. (a) Right 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. Terminate. The Representative 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 First Closing Date , and the option referred to in Section 3(c) or Section 3(d), if exercised, may be cancelled at any time prior to the Second Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, (i) if to perform any domestic or international event or act or occurrence has materially disrupted, or agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in the Representative's opinion will Company's Common Stock or the trading in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading generally 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 New York Stock Exchange shall have been wholly suspended, or (iv) 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 Capital Market or maximum ranges for prices for securities shall have been required by FINRA the New York Stock Exchange or by order of the Commission or any other government authority having jurisdiction, Governmental Authority, (v) a banking moratorium shall have been declared by federal or (iii) if state authorities, or (vi) there shall have occurred any outbreak or material 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 change in financial markets or any substantial change or development involving a new war or an increase prospective substantial change 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 international political, financial or other economic conditions or any calamity or malicious act which, whether crisis that, in your judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion 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 and payment for the Public Securities. 9.3 Expenses. If this Agreement Any such termination shall be terminated pursuant to Section 6 hereof, the Company shall not then be under without liability of any liability party 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, party except that the provisions of Section 5 4(f) and Section 6 hereof shall not at all times be in any way affected by such election or termination or failure effective and shall survive termination. (b) Notice of Termination. If you elect to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter.
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CROSSROADS SYSTEMS INC contract
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 herein or in certificates delivered pursuant hereto, and the agreements of the several Underwriters and the Company, including the indemnity agreements Company contained in Sec...tion 5 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 Underwriters, the Company, Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Securities to and by the several Underwriters hereunder and any termination of this Agreement or the issuance and delivery Agreement. 28 8. Termination of this Agreement. (a) Right to Terminate. You, as Representative 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 several Underwriters, 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 First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in the Representative's opinion will in Company's Common Stock shall have been suspended by 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, Commission or the Nasdaq Capital Market or quoted trading in securities generally on the over Nasdaq Stock Market or the counter market New York Stock Exchange shall have been suspended, or (iv) 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 or maximum ranges for prices for securities shall have been required New York Stock Exchange, by FINRA such Exchange or by order of the Commission or any other government authority having jurisdiction, Governmental Authority, (v) a banking moratorium shall have been declared by federal or (iii) if New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) 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 change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change 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 international political, financial or economic conditions, or any other calamity or malicious act which, whether crisis that, in your judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if sale of and payment for the Company is in material Securities. No party shall be relieved of any liability under this Agreement arising from any breach of any its obligations hereunder occurring prior to termination 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 this Agreement as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable termination of this Agreement. (b) Notice of Termination. If you elect 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 terminate this Agreement shall be terminated pursuant to Section 6 hereof, as provided in this Section, the Company shall not then be under any liability to any Underwriter; but, if for any other reason, any Units are not delivered notified promptly 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 you 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 telephone, confirmed by such election or termination or failure to carry out the terms of this Agreement or any part hereof. letter.
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LIQTECH INTERNATIONAL INC contract
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 and the Company, several Underwriters herein or in certificates delivered pursuant hereto, including but not limited to the indemnity agreements agreement of the C...ompany and the several Underwriters contained in Section 5 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 Underwriters, the Company, Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Securities to and by the Underwriters hereunder and any termination of this Agreement or the issuance and delivery Agreement. -27- 8.Termination of the Public Securities this Agreement. (a) Right 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. Terminate. The Representative 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, if (i) if the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or agreement on its part to be performed hereunder, (ii) any condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in the Representative's opinion will in Company's Common Stock shall have been suspended by 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, Commission or the Nasdaq Capital Stock Market or quoted trading in securities generally on the over Nasdaq Stock Market LLC or the counter market New York Stock Exchange shall have been suspended, or (iv) 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 LLC or maximum ranges for prices for securities shall have been required the New York Stock Exchange, by FINRA such Exchange or by order of the Commission or any other government authority Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or (iii) if New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) 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 (other than any national emergency existing on the date of this Agreement and which does not materially worsen) or war, any material adverse change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change 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 international political, financial or economic conditions, or any other calamity or malicious act which, whether crisis that, in your reasonable judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if sale of and payment for the Securities. (b) Notice of Termination. If you elect to terminate this Agreement as provided in this Section, the Company is in material shall be notified promptly by you by telephone, confirmed by letter. (c) Effect of Termination. No party shall be relieved of any liability under this Agreement arising from any breach of any its obligations hereunder occurring prior to termination 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 this Agreement 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 termination 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.
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CAPSTONE TURBINE Corp contract
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 and the Company, several Underwriters herein or in certificates delivered pursuant hereto, including but not limited to the indemnity agreements agreement of the C...ompany and the several Underwriters contained in Section 5 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 Underwriters, the Company, Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Securities to and by the Underwriters hereunder and any termination of this Agreement or the issuance and delivery Agreement. -32- 8. Termination of the Public Securities this Agreement. (a) Right 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 Terminate. You, as Representative, 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 and the Option Warrants to be purchased on such Option Closing Date only), if (i) if the Company shall have failed, refused or been unable to perform any domestic or international event or act or occurrence has materially disrupted, or agreement on its part to be performed hereunder, (ii) any condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in the Representative's opinion will Company's Common Stock shall have been suspended by the Commission or the New York Stock Exchange American or trading in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading generally on the NYSE, the NYSE American, the The Nasdaq Global Select Market, the Nasdaq Global Market, Stock Market LLC or the Nasdaq Capital Market or quoted on the over the counter market New York Stock Exchange shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the NYSE American, The Nasdaq Stock Market LLC or maximum ranges for prices for securities shall have been required New York Stock Exchange, by FINRA such Exchange or by order of the Commission or any other government authority Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or (iii) if New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) 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 (other than any national emergency existing on the date of this Agreement including, without limitation, with respect to the COVID-19 pandemic) or war, any material adverse change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change 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 international political, financial or economic conditions, or any other calamity or malicious act which, whether crisis that, in your reasonable judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if sale of and payment for the Securities. (b) Notice of Termination. If you elect to terminate this Agreement as provided in this Section, the Company is in material shall be notified promptly by you by telephone, confirmed by letter. (c) Effect of Termination. No party shall be relieved of any liability under this Agreement arising from any breach of any its obligations hereunder occurring prior to termination 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 this Agreement 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 termination 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.
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BIOLASE, INC contract
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 and the Company, several Underwriters herein or in certificates delivered pursuant hereto, including but not limited to the indemnity agreements agreement of the C...ompany and the several Underwriters contained in Section 5 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 Underwriters, the Company, Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Offered Securities to and by the Underwriters hereunder and any termination of this Agreement or the issuance and delivery Agreement. -32- 8. Termination of the Public Securities this Agreement. (a) Right 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 Terminate. You, as Representative, 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 and the Option Pre-Funded Warrants to be purchased on such Option Closing Date only), if (i) if the Company shall have failed, refused or been unable to perform any domestic or international event or act or occurrence has materially disrupted, or agreement on its part to be performed hereunder, (ii) any condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in the Representative's opinion will Company's Common Stock shall have been suspended by the Commission or the New York Stock Exchange American or trading in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading generally on the NYSE, the NYSE American, the The Nasdaq Global Select Market, the Nasdaq Global Market, Stock Market LLC or the Nasdaq Capital Market or quoted on the over the counter market New York Stock Exchange shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the NYSE American, The Nasdaq Stock Market LLC or maximum ranges for prices for securities shall have been required New York Stock Exchange, by FINRA such Exchange or by order of the Commission or any other government authority Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or (iii) if New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) 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 (other than any national emergency existing on the date of this Agreement including, without limitation, with respect to the COVID-19 pandemic) or war, any material adverse change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change 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 international political, financial or economic conditions, or any other calamity or malicious act which, whether crisis that, in your reasonable judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if sale of and payment for the Offered Securities. (b) Notice of Termination. If you elect to terminate this Agreement as provided in this Section, the Company is in material shall be notified promptly by you by telephone, confirmed by letter. (c) Effect of Termination. No party shall be relieved of any liability under this Agreement arising from any breach of any its obligations hereunder occurring prior to termination 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 this Agreement 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 termination 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.
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BIOLASE, INC contract
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 and the Company, several Underwriters herein or in certificates delivered pursuant hereto, including but not limited to the indemnity agreements agreement of the C...ompany and the several Underwriters contained in Section 5 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 Underwriters, the Company, Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Securities to and by the several Underwriters hereunder and any termination of this Agreement or the issuance and delivery Agreement. -29- 8. Termination of this Agreement. (a) Right to Terminate. You, as Representatives 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 several Underwriters, 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 First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in the Representative's opinion will Company's Common Stock shall have been suspended by the Commission or the Nasdaq Global Market or trading in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the over the counter market New York Stock Exchange shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the NYSE American, Nasdaq Stock Market or maximum ranges for prices for securities shall have been required New York Stock Exchange, by FINRA such Exchange or by order of the Commission or any other government authority Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or (iii) if New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) 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 material adverse change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change 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 international political, financial or economic conditions, or any other calamity or malicious act which, whether crisis that, in your judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if sale of and payment for the Securities. (b) Notice of Termination. If you elect to terminate this Agreement as provided in this Section, the Company is in material shall be notified promptly by you by telephone, confirmed by letter. (c) Effect of Termination. No party shall be relieved of any liability under this Agreement arising from any breach of any its obligations hereunder occurring prior to termination 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 this Agreement 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 termination 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.
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Limoneira CO contract
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 and the Company, several Underwriters herein or in certificates delivered pursuant hereto, including but not limited to the indemnity agreements agreement of the C...ompany and the several Underwriters contained in Section 5 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 Underwriters, the Company, Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Securities to and by the Underwriters hereunder and any termination of this Agreement or the issuance and delivery Agreement. -29- 8. Termination of this Agreement. (a) Right to Terminate. You, as Representative 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 several Underwriters, 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 First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or agreement on its part to be performed hereunder, (ii) any condition of the Underwriters' obligations hereunder is not fulfilled at its respective required time, (iii) trading in the Representative's opinion will in Company's Common Stock shall have been suspended by 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, Commission or the Nasdaq Capital Market or quoted trading in securities generally on the over the counter market NYSE American, Nasdaq Stock Market or New York Stock Exchange shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the NYSE American, Nasdaq Stock Market or maximum ranges for prices for securities shall have been required New York Stock Exchange, by FINRA such Exchange or by order of the Commission or any other government authority Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or (iii) if New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) 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 material adverse change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change 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 international political, financial or economic conditions, or any other calamity or malicious act which, whether crisis that, in your judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if sale of and payment for the Securities. (b) Notice of Termination. If you elect to terminate this Agreement as provided in this Section, the Company is in material shall be notified promptly by you by telephone, confirmed by letter. (c) Effect of Termination. No party shall be relieved of any liability under this Agreement arising from any breach of any its obligations hereunder occurring prior to termination 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 this Agreement 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 termination 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.
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Limbach Holdings, Inc. contract
