Representations and Agreements to Survive Delivery Clause Example with 193 Variations 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 Company contained herein or in certificates delivered pursuant hereto, including, but not limited to, the agreements of the several Underwriters and the Company, including the indemnit...y agreements Company contained in Section 5 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 Shares to and by the Underwriters hereunder. 19 9. Termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. Agreement. (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the discretion of the Representative, (i) if there has occurred any domestic material adverse change in the securities markets or international event or any event, act or occurrence that has materially disrupted, or in the Representative's opinion of the Representative, will in the immediate future materially disrupt, the securities markets or there shall be such a material adverse change in general securities financial, political or economic conditions or the effect of international conditions on the financial markets in the United States; States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) if trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the NYSE, Nasdaq Stock Market, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market NYSE 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 Stock Market, the NYSE or maximum ranges for prices for securities shall have been required NYSE American, by FINRA such exchange or by order of the Commission or any other government governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or (iii) if state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared any declaration 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, of a national emergency or (vi) if the Company shall have sustained war, any substantial change or development involving a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage prospective substantial change in United States or other international political, financial or economic conditions or any other calamity or malicious act which, crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not such loss shall have been insured, will, covered by insurance, or (vii) in the Representative's sole opinion, make it inadvisable to proceed with the delivery judgment of the Units, Representative, there has been, since the time of execution of this Agreement or (vii) if since the Company respective dates as of which information is given in material breach the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company, whether or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as not arising in the Representative's sole judgment would make it impracticable ordinary course of business. Any such termination shall be without liability of any party to proceed with any other party except that the offering, sale and/or delivery provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. (b) If the Units or Representative elects to enforce contracts made terminate this Agreement as provided in this Section 9, the Company and the other Underwriters shall be notified promptly by the Underwriters for the sale of the Public Securities. 9.3 Expenses. Representative by telephone, confirmed by letter. (c) If this Agreement shall be is terminated pursuant to Section 6 hereof, any of its provisions, the Company shall not then be under any liability to any Underwriter; but, if Underwriter, and no Underwriter shall be under any liability to the Company, except that (y) subject to a maximum reimbursement of $25,000, the Company will reimburse the Representative only for any other reason, any Units are not delivered all actual, accountable out-of-pocket expenses (including the reasonable fees and disbursements of Sichenzia Ross Ference LLP, its counsel) reasonably incurred by or on behalf the Representative in connection with the proposed purchase and sale of the Company as provided herein Shares or the Underwriters decline in contemplation of performing their obligations hereunder and (z) no Underwriter who shall have failed or refused to purchase the Units for any reason permitted Shares agreed to be purchased by it under this Agreement, within the time specified herein without some reason sufficient hereunder to justify cancellation or any extensions thereof pursuant termination of its obligations under this Agreement, shall be relieved of liability to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related Company, or to the transactions contemplated herein shall be governed other Underwriters for damages occasioned 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 its failure 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. refusal. View More

Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Company contained herein or in certificates delivered pursuant hereto, including, but not limited to, the agreements of the several Underwriters and the Company, including the indemnit...y agreements Company contained in Section 5 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 Shares to and by the Underwriters hereunder. 9. Termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. Agreement. (a) The Representative Representatives shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the discretion of the Representatives, (i) if there has occurred any domestic material adverse change in the securities markets or international event or any event, act or occurrence that has materially disrupted, or in the Representative's opinion of the Representatives, will in the immediate future materially disrupt, the securities markets or there shall be such a material adverse change in general securities financial, political or economic conditions or the effect of international conditions on the financial markets in the United States; States is such as to make it, in the judgment of the Representatives, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) if trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the NYSE, Nasdaq Stock Market, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market NYSE 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 Stock Market, the NYSE or maximum ranges for prices for securities shall have been required NYSE American, by FINRA such exchange or by order of the Commission or any other government governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or (iii) if state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared any declaration 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, of a national emergency or (vi) if the Company shall have sustained war, any substantial change or development involving a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage prospective substantial change in United States or other international political, financial or economic conditions or any other calamity or malicious act which, crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not such loss shall have been insured, will, covered by insurance, or (vii) in the Representative's sole opinion, make it inadvisable to proceed with the delivery judgment of the Units, Representatives, there has been, since the time of execution of this Agreement or (vii) if since the Company respective dates as of which information is given in material breach the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company, whether or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as not arising in the Representative's sole judgment would make it impracticable ordinary course of business. Any such termination shall be without liability of any party to proceed with any other party except that the offering, sale and/or delivery provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. (b) If the Units or Representatives elect to enforce contracts made terminate this Agreement as provided in this Section 9, the Company and the other Underwriters shall be notified promptly by the Underwriters for the sale of the Public Securities. 9.3 Expenses. Representatives by telephone, confirmed by letter. (c) If this Agreement shall be is terminated pursuant to Section 6 hereof, any of its provisions, the Company shall not then be under any liability to any Underwriter; but, if Underwriter, and no Underwriter shall be under any liability to the Company, except that (y) subject to a maximum reimbursement of $210,000, the Company will reimburse the Representatives only for any other reason, any Units are not delivered all actual, accountable out-of-pocket expenses (including the reasonable fees and disbursements of its counsel) reasonably incurred by or on behalf the Representatives in connection with the proposed purchase and sale of the Company as provided herein Shares or the Underwriters decline in contemplation of performing their obligations hereunder and (z) no Underwriter who shall have failed or refused to purchase the Units for any reason permitted Shares agreed to be purchased by it under this Agreement, within the time specified herein without some reason sufficient hereunder to justify cancellation or any extensions thereof pursuant termination of its obligations under this Agreement, shall be relieved of liability to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related Company, or to the transactions contemplated herein shall be governed other Underwriters for damages occasioned 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 its failure 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. refusal. View More

Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Company contained herein or in certificates delivered pursuant hereto, including, but not limited to, the agreements of the several Underwriters and the Company, including the indemnit...y agreements Company contained in Section 5 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 Shares to and by the Underwriters hereunder. 22 9. Termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. Agreement. (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the discretion of the Representative, (i) if there has occurred any domestic material adverse change in the securities markets or international event or any event, act or occurrence that has materially disrupted, or in the Representative's opinion of the Representative, will in the immediate future materially disrupt, the securities markets or there shall be such a material adverse change in general securities financial, political or economic conditions or the effect of international conditions on the financial markets in the United States; States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) if trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the NYSE, Nasdaq Stock Market, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market NYSE 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 Stock Market, the NYSE or maximum ranges for prices for securities shall have been required NYSE American, by FINRA such exchange or by order of the Commission or any other government governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or (iii) if state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared any declaration 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, of a national emergency or (vi) if the Company shall have sustained war, any substantial change or development involving a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage prospective substantial change in United States or other international political, financial or economic conditions or any other calamity or malicious act which, crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not such loss shall have been insured, will, covered by insurance, or (vii) in the Representative's sole opinion, make it inadvisable to proceed with the delivery judgment of the Units, Representative, there has been, since the time of execution of this Agreement or (vii) if since the Company respective dates as of which information is given in material breach the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company, whether or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as not arising in the Representative's sole judgment would make it impracticable ordinary course of business. Any such termination shall be without liability of any party to proceed with any other party except that the offering, sale and/or delivery provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. (b) If the Units or Representative elect to enforce contracts made terminate this Agreement as provided in this Section 9, the Company and the other Underwriters shall be notified promptly by the Underwriters for the sale of the Public Securities. 9.3 Expenses. Representative by telephone, confirmed by letter. (c) If this Agreement shall be is terminated pursuant to Section 6 hereof, any of its provisions, the Company shall not then be under any liability to any Underwriter; but, if Underwriter, and no Underwriter shall be under any liability to the Company, except that (y) subject to a maximum reimbursement of $125,000, the Company will reimburse the Representative only for any other reason, any Units are not delivered all actual, accountable out-of-pocket expenses (including the reasonable fees and disbursements of its counsel) reasonably incurred by or on behalf the Representative in connection with the proposed purchase and sale of the Company as provided herein Shares or the Underwriters decline in contemplation of performing their obligations hereunder and (z) no Underwriter who shall have failed or refused to purchase the Units for any reason permitted Shares agreed to be purchased by it under this Agreement, within the time specified herein without some reason sufficient hereunder to justify cancellation or any extensions thereof pursuant termination of its obligations under this Agreement, shall be relieved of liability to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related Company, or to the transactions contemplated herein shall be governed other Underwriters for damages occasioned 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 its failure 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. refusal. View More

Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of at the Closing Date or the Option Closing Date, if any, as applicable, 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 ma...de by or on behalf of any Underwriter, the Underwriters, the Company, Company or any controlling person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 EarlyBirdCapital, Inc. March 22, 2021 9. Effective Date of This Agreement and Termination Thereof. 9.1 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 9.2. Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, Date: (i) if any domestic or international event or act or occurrence has materially disrupted, or disrupted or, in the Representative's opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE, New York Stock Exchange, 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 OTC Bulletin Board (or successor trading 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 on the OTC Bulletin Board 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 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 (including, without limitation, a calamity relating to a public health matter or natural disaster) 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 Firm 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 Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or any increase in any of the foregoing, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Firm Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 9.3 Firm Units. 9.3. Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, In the Company shall event that the Offering is 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 consummated for any reason permitted under this Agreement, whatsoever, 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 3.12 hereof. EarlyBirdCapital, Inc. March 22, 2021 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 effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More

Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of at the Closing Date or the Option Closing Date, if any, as applicable, 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 ma...de by or on behalf of any Underwriter, the Underwriters, the Company, Company or any controlling person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 EarlyBirdCapital, Inc. _________ __, 2014 9. Effective Date of This Agreement and Termination Thereof. 9.1 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 9.2. Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, Date: (i) if any domestic or international event or act or occurrence has materially disrupted, or disrupted or, in the Representative's opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE, New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, MKT LLC, NASDAQ or the Nasdaq Capital Market or quoted on the over the counter market OTC Bulletin Board (or successor trading 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 on the OTC Bulletin Board 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 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, shares of Common Stock, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunder, hereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation 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 shares of Common Stock or to enforce contracts made by the Underwriters for the sale of the Public Securities. 9.3 shares of Common Stock. 9.3. Expenses. If In the event that this Agreement shall not 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 carried out for any reason permitted under this Agreement, whatsoever, 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 3.12 hereof. 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 effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More

Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of at 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 beh...alf of any Underwriter, the Underwriters, the Company, Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 24 9. Effective Date of This Agreement and Termination Thereof. Termination. 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. Right to Terminate. The Representative Representatives shall have the right to terminate this Agreement at any time prior to the any Closing Date, Date: (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative's Representatives' opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE, New York Stock Exchange, 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 OTC Bulletin Board (or successor trading 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 on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, jurisdiction; or (iii) if the United States shall have become involved in a new war or an initiation or increase in existing major hostilities, hostilities; or (iv) if a banking moratorium has been declared by a New York State or Federal authority, federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, markets; 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 Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative's sole Representatives' 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 Units. 9.2 Expenses. If In the event this Agreement shall not 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 carried out for any reason permitted under whatsoever except as a result of the Representatives' or any Underwriters' breach or default with respect to any of its material obligations pursuant to 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 out-of-pocket expenses actually incurred by the Representatives 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 3.8 hereof. 9.3 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 effected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More

Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of at 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 beh...alf of any Underwriter, the Underwriters, the Company, Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities Units to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 25 9. Effective Date of This Agreement and Termination Thereof. 9.1 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 9.2. Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, 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, New York Stock Exchange, 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 OTC Bulletin Board (or successor trading 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 on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, jurisdiction; or (iii) if the United States shall have become involved in a new war or an initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) 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, Units; or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) 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 Units. 9.3. Reserved. 9.4. Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More

Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of at 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 beh...alf of any Underwriter, the Underwriters, the Company, Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities Units to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 26 9. Effective Date of This Agreement and Termination Thereof. 9.1 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 9.2. Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, 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, New York Stock Exchange, 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 OTC Bulletin Board (or successor trading 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 on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, jurisdiction; or (iii) if the United States shall have become involved in a new war or an initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) 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, Units; or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) 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 Units. 9.3. Reserved. 9.4. Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More

Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of at 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 beh...alf of any Underwriter, the Underwriters, the Company, Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities Firm Units and Option Units to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 25 9. Effective Date of This Agreement and Termination Thereof. 9.1 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 9.2. Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to the any Closing Date, Date: (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative's Representatives' opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE, New York Stock Exchange, 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 OTC Bulletin Board (or successor trading 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 on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, jurisdiction; or (iii) if the United States shall have become involved in a new war or an initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, markets; 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 Representatives' opinion, make it inadvisable to proceed with the delivery of the Units, Firm Units or Option Units; or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative's sole Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Firm Units and Option Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 9.3 Firm Units or Option Units. 9.3. Expenses. If In the event this Agreement shall not 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 carried out for any reason permitted under whatsoever, except as a result of the Representatives' or any Underwriters' breach or default with respect to any of its material obligations pursuant to 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 out-of-pocket expenses actually incurred by the Representatives 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 hereof. 9.4. Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More

Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of at the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters Underwriter and the Company, including the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made ...by or on behalf of any Underwriter, the Underwriters, the Company, Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Firm Securities and Option Securities to the Underwriters Underwriter 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. 22 8. Effective Date of This Agreement and Termination Thereof. 9.1 (a) 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 (b) Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, 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, New York Stock Exchange, 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 OTC Bulletin Board (or successor trading 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 on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, jurisdiction; or (iii) if the United States shall have become involved in a new war or an initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, markets; 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, Firm Securities or Option Securities; or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation 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 Firm Securities and Option Securities or to enforce contracts made by the Underwriters Underwriter for the sale of the Public Firm Securities or Option Securities. 9.3 (c) Expenses. If In the event this Agreement shall not 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 carried out for any reason permitted under whatsoever, except as a result of the Representative's or any Underwriter's breach or default with respect to any of its material obligations pursuant to 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 out-of-pocket expenses actually incurred by the Representative 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 3(i) hereof. (d) Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More