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. View More
Found in 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 representations, warranties The indemnity and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity contribution agreements contained in Section 5 hereof, 7 of this Agreement and all representations and warranties of the Company her...ein or in certificates delivered pursuant hereto shall remain operative and in full force and effect survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Underwriters, any controlling persons, or the Company, Company (or any of their respective officers, directors or controlling persons), (ii) delivery and shall survive acceptance of the Shares and payment therefor or (iii) any termination of this Agreement. 9. Termination. (a) This Agreement or may be terminated in the issuance absolute discretion of the Underwriters, by notice to the Company, if after the execution 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 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 or prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or Date or, in the Representative's opinion will in case of the immediate future materially disrupt, general securities markets in Option Shares, prior to the United States; or (ii) if Additional Closing Date (i) 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 generally shall have been suspended, 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 materially limited on or by order any 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 Stock Exchange or Federal authority, The Nasdaq Stock Market; (ii) trading of any securities issued or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if guaranteed by the Company shall have sustained been suspended on any exchange or in any over-the-counter market; (iii) a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss general moratorium on commercial banking activities shall have been insured, will, declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the Representative's sole opinion, make it inadvisable to proceed with the delivery judgment of the Units, or (vii) if the Company Underwriters, 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 and 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 and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Units Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. (b) If any one or more Underwriters shall fail to enforce contracts made purchase and pay for any of the Shares agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Shares set forth opposite their names in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all the remaining Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Shares set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all but not less than all, but shall not be under any obligation to purchase any, of the Shares, and if such non-defaulting Underwriters do not purchase all the Shares and arrangements satisfactory to the Company and the Representative for the sale purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the Public Securities. 9.3 Expenses. If Company. In the event of a default by any Underwriter as set forth in this Section 9(b), the Closing Date or the Additional Closing Date, as applicable, shall be postponed for such period, not exceeding seven Business Days, as the non-defaulting Underwriters and the Company shall agree in order that the required changes in the Registration Statement or the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall be terminated pursuant relieve any defaulting Underwriter of its liability, if any, 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 non-defaulting Underwriter 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 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. its default hereunder. View More
Found in MTBC, Inc. contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties The indemnity and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity contribution agreements contained in Section 5 hereof, 11 of this Agreement and all representations and warranties of the Company he...rein or in certificates delivered pursuant hereto shall remain operative and in full force and effect survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Underwriters, Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. 33 13. Termination. (a) The Agent may terminate this Agreement, by notice to the Company, and shall survive termination as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the issuance and delivery date as of which information is given in the Public Securities to Prospectus, any change, or any development or event involving a prospective change, in the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date condition, financial or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, otherwise, or in the Representative's opinion will business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the immediate future materially disrupt, general securities ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States; States or (ii) the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Exchange has been suspended or the Nasdaq Capital Market limited, or quoted minimum prices for trading have been fixed on the over Exchange, (4) if any suspension of trading of any securities of the counter Company on any exchange or in the over-the-counter market shall have been suspended, occurred and be continuing, (5) if a major disruption of securities settlements or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if clearance services in the United States shall have become involved in a new war occurred and be continuing, or an increase in existing major hostilities, or (iv) (6) if a banking moratorium has been declared by a either U.S. Federal or New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts authorities. Any such termination shall be without liability of any party to any other party except that the United States securities market, or (vi) if provisions of Section 8 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 13(a), the Agent shall provide the required notice as specified in Section 14 (Notices). (b) The Company shall have sustained a material loss the right, by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company giving ten (10) days' notice (or three (3) days' notice at any time when no Placement Notice is in material breach of effect) as hereinafter specified to terminate this Agreement in its sole discretion at any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof of shall remain in full force and effect notwithstanding such a material adverse change termination. (c) The Agent shall have the right, by giving ten (10) days' notice as hereinafter specified to terminate this Agreement in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities its sole discretion at any time after the date hereof, as of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof shall remain in the Representative's sole judgment would make it impracticable full force and effect notwithstanding such termination. (d) This Agreement shall remain in full force and effect unless terminated pursuant to proceed with the offering, sale and/or delivery Sections 13(a), (b) or (c) above or otherwise by mutual agreement of the Units or parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to enforce contracts made by the Underwriters for the sale provide that Section 8, Section 11, Section 12, Section 18 and Section 19 shall remain in full force and effect. 34 (e) Any termination of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, effective on the Company date specified in such notice of termination; provided, however, that such termination shall not then be under any liability effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to any Underwriter; but, if the Settlement Date for any other reason, any Units are not delivered by or on behalf sale of Placement Shares, such Placement Shares shall settle in accordance with the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More
Found in Akebia Therapeutics, Inc. contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties The indemnity and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity contribution agreements contained in Section 5 hereof, 9 of this Agreement and all representations and warranties of the Transaction... Entities herein or in certificates delivered pursuant hereto shall remain operative and in full force and effect survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Barclays, any controlling persons, or the Underwriters, Company or the Operating Partnership (or any of their respective officers, trustees or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. 34 11. Termination. (a) Termination; General. Barclays may terminate this Agreement, by notice to the Company, and shall survive termination as hereinafter specified at any time (i) if there has been, since the time of execution of this Agreement or since the issuance and delivery date as 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 information 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 given in the Representative's opinion will Prospectus, any Material Adverse Change, or (ii) if there has occurred any material adverse change in the immediate future materially disrupt, general securities financial markets in the United States; States or (ii) the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Barclays, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in the Placement Shares has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE, American Stock Exchange, the NYSE American, or the Nasdaq Global Select Market, the Nasdaq Global Market, Market has been suspended or the Nasdaq Capital Market or quoted on the over the counter market shall have been suspended, materially limited, 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 required, by FINRA any of said exchanges or by order of the Commission Commission, the FINRA or any other government authority having jurisdiction, governmental authority, or (iii) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States shall have become involved or in a new war or an increase in existing major hostilities, Europe, or (iv) if a banking moratorium has been declared by a either Federal or New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts authorities. (b) Termination by the United States securities market, or (vi) if the Company. The Company shall have sustained a material loss the right, by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, giving three (3) days' notice as hereinafter specified to terminate this Agreement in the Representative's its sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of discretion at any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware time after the date hereof of such a material adverse change this Agreement. (c) Termination by Barclays. Barclays shall have the right, by giving three (3) days' notice as hereinafter specified to terminate this Agreement in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities its sole discretion at any time after the date hereof, as in of this Agreement. (d) Automatic Termination. Unless earlier terminated pursuant to this Section 11, this Agreement shall automatically terminate upon the Representative's sole judgment would make it impracticable to proceed with the offering, issuance and sale and/or delivery of all of the Units Placement Shares through (1) Barclays on the terms and subject to the conditions set forth herein or any Placement Notice or (2) the Alternative Managers through the Alternative Distribution Agreements on the terms and subject to enforce contracts made the conditions set forth therein or any Placement Notice. (e) Continued Force and Effect. This Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a), (b), (c), or (d) above or otherwise by the Underwriters for the sale mutual agreement of the Public Securities. 9.3 Expenses. If parties. (f) Effectiveness of Termination. Any termination of this Agreement shall be terminated pursuant to Section 6 hereof, effective on the Company date specified in such notice of termination; provided, however, that such termination shall not then be under any liability effective until the close of business on the date of receipt of such notice by Barclays or the Company, as the case may be. If such termination shall occur prior to any Underwriter; but, if the Settlement Date for any other reason, any Units are not delivered by or on behalf sale of Placement Shares, such Placement Shares shall settle in accordance with the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding 35 (g) Liabilities. If this Agreement is terminated pursuant to this Section 11, such termination shall be without liability of any contrary provision contained party to any other party except as provided in this Agreement, any election hereunder or Section 7(h) hereof, and except that, in the case of any termination of this Agreement, Section 6, Section 9, Section 10, Section 16, Section 17 and whether or not this Agreement is otherwise carried out, the provisions of Section 5 18 hereof shall not be survive such termination and remain in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. full force and effect. View More
Found in CubeSmart contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties The indemnity and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity contribution agreements contained in Section 5 hereof, 11 of this Agreement and all representations and warranties of the Company he...rein or in certificates delivered pursuant hereto shall remain operative and in full force and effect survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Underwriters, Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. 28 13. Termination. (a) The Agent may terminate this Agreement, by notice to the Company, and shall survive termination as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the issuance and delivery date as of which information is given in the Public Securities to Prospectus, any change, or any development or event involving a prospective change, in the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date condition, financial or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, otherwise, or in the Representative's opinion will business, properties, earnings, results of operations or prospects of the Company, whether or not arising in the immediate future materially disrupt, general securities ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States; States or (ii) the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Exchange has been suspended or the Nasdaq Capital Market limited, or quoted minimum prices for trading have been fixed on the over Exchange, (4) if any suspension of trading of any securities of the counter Company on any exchange or in the over-the-counter market shall have been suspended, occurred and be continuing, (5) if a major disruption of securities settlements or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if clearance services in the United States shall have become involved in a new war occurred and be continuing, or an increase in existing major hostilities, or (iv) (6) if a banking moratorium has been declared by a either U.S. Federal or New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts authorities. Any such termination shall be without liability of any party to any other party except that the United States securities market, or (vi) if provisions of Section 8 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 13(a), the Agent shall provide the required notice as specified in Section 14 (Notices). (b) The Company shall have sustained a material loss the right, by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, giving ten (10) days' notice as hereinafter specified to terminate this Agreement in the Representative's its sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of discretion at any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof of shall remain in full force and effect notwithstanding such a material adverse change termination. (c) The Agent shall have the right, by giving ten (10) days' notice as hereinafter specified to terminate this Agreement in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities its sole discretion at any time after the date hereof, as of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof shall remain in the Representative's sole judgment would make it impracticable full force and effect notwithstanding such termination. (d) This Agreement shall remain in full force and effect unless terminated pursuant to proceed with the offering, sale and/or delivery Sections 13(a), (b) or (c) above or otherwise by mutual agreement of the Units or parties; provided, however, that any such termination by mutual agreement shall in all cases be 29 deemed to enforce contracts made by the Underwriters for the sale provide that Section 8, Section 11, Section 12, Section 18 and Section 19 shall remain in full force and effect. (e) Any termination of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, effective on the Company date specified in such notice of termination; provided, however, that such termination shall not then be under any liability effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to any Underwriter; but, if the Settlement Date for any other reason, any Units are not delivered by or on behalf sale of Placement Shares, such Placement Shares shall settle in accordance with the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More
Found in OCULAR THERAPEUTIX, INC contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties The indemnity and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity contribution agreements contained in Section 5 hereof, 11 of this Agreement and all representations and warranties of the Company he...rein or in certificates delivered pursuant hereto shall remain operative and in full force and effect survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Underwriters, Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. 22 13. Termination. (a) The Agent may terminate this Agreement, by notice to the Company, and shall survive termination as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the issuance and delivery date as of which information is given in the Public Securities to Prospectus, any change, or any development or event involving a prospective change, in the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date condition, financial or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, otherwise, or in the Representative's opinion will business, properties, earnings, results of operations or prospects of the Company, whether or not arising in the immediate future materially disrupt, general securities ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States; States or (ii) the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Exchange has been suspended or the Nasdaq Capital Market limited, or quoted minimum prices for trading have been fixed on the over Exchange, (4) if any suspension of trading of any securities of the counter Company on any exchange or in the over-the-counter market shall have been suspended, occurred and be continuing, (5) if a major disruption of securities settlements or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if clearance services in the United States shall have become involved in a new war occurred and be continuing, or an increase in existing major hostilities, or (iv) (6) if a banking moratorium has been declared by a either U.S. Federal or New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts authorities. Any such termination shall be without liability of any party to any other party except that the United States securities market, or (vi) if provisions of Section 8 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 13(a), the Agent shall provide the required notice as specified in Section 14 (Notices). (b) The Company shall have sustained a material loss the right, by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, giving ten (10) days' notice as hereinafter specified to terminate this Agreement in the Representative's its sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of discretion at any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof of shall remain in full force and effect notwithstanding such a material adverse change termination. (c) The Agent shall have the right, by giving ten (10) days' notice as hereinafter specified to terminate this Agreement in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities its sole discretion at any time after the date hereof, as of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof shall remain in the Representative's sole judgment would make it impracticable full force and effect notwithstanding such termination. (d) This Agreement shall remain in full force and effect unless terminated pursuant to proceed with the offering, sale and/or delivery Sections 13(a), (b) or (c) above or otherwise by mutual agreement of the Units or parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to enforce contracts made by the Underwriters for the sale provide that Section 8, Section 11, Section 12, Section 18 and Section 19 shall remain in full force and effect. (e) Any termination of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, effective on the Company date specified in such notice of termination; provided, however, that such termination shall not then be under any liability effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to any Underwriter; but, if the Settlement Date for any other reason, any Units are not delivered by or on behalf sale of Placement Shares, such Placement Shares shall settle in accordance with the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More
Found in OCULAR THERAPEUTIX, INC contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties The indemnity and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity contribution agreements contained in Section 5 hereof, 11 of this Agreement and all representations and warranties of the Company he...rein or in certificates delivered pursuant hereto shall remain operative and in full force and effect survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Underwriters, Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. -33- 13. Termination. (a) The Agent may terminate this Agreement, by notice to the Company, and shall survive termination as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the issuance and delivery date as of which information is given in the Public Securities to Prospectus, any change, or any development or event involving a prospective change, in the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date condition, financial or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, otherwise, or in the Representative's opinion will business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the immediate future materially disrupt, general securities ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States; States or (ii) the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Exchange has been suspended or the Nasdaq Capital Market limited, or quoted minimum prices for trading have been fixed on the over Exchange, (4) if any suspension of trading of any securities of the counter Company on any exchange or in the over-the-counter market shall have been suspended, occurred and be continuing, (5) if a major disruption of securities settlements or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if clearance services in the United States shall have become involved in a new war occurred and be continuing, or an increase in existing major hostilities, or (iv) (6) if a banking moratorium has been declared by a either U.S. Federal or New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts authorities. Any such termination shall be without liability of any party to any other party except that the United States securities market, or (vi) if provisions of Section 8 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 13(a), the Agent shall provide the required notice as specified in Section 14 (Notices). (b) The Company shall have sustained a material loss the right, by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, giving ten (10) days' notice as hereinafter specified to terminate this Agreement in the Representative's its sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of discretion at any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof of shall remain in full force and effect notwithstanding such a material adverse change termination. (c) The Agent shall have the right, by giving ten (10) days' notice as hereinafter specified to terminate this Agreement in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities its sole discretion at any time after the date hereof, as of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof shall remain in the Representative's sole judgment would make it impracticable full force and effect notwithstanding such termination. (d) This Agreement shall remain in full force and effect unless terminated pursuant to proceed with the offering, sale and/or delivery Sections 13(a), (b) or (c) above or otherwise by mutual agreement of the Units or parties; -34- provided, however, that any such termination by mutual agreement shall in all cases be deemed to enforce contracts made by the Underwriters for the sale provide that Section 8, Section 11, Section 12, Section 18 and Section 19 shall remain in full force and effect. (e) Any termination of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, effective on the Company date specified in such notice of termination; provided, however, that such termination shall not then be under any liability effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to any Underwriter; but, if the Settlement Date for any other reason, any Units are not delivered by or on behalf sale of Placement Shares, such Placement Shares shall settle in accordance with the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More
Found in INFINITY PHARMACEUTICALS, INC. contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties The indemnity and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity contribution agreements contained in Section 5 hereof, 11 of this Agreement and all representations and warranties of the Company he...rein or in certificates delivered pursuant hereto shall remain operative and in full force and effect survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Underwriters, Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. -26- 13. Termination. (a) The Agent may terminate this Agreement, by notice to the Company, and shall survive termination as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the issuance and delivery date as of which information is given in the Public Securities to Prospectus, any change, or any development or event involving a prospective change, in the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date condition, financial or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, otherwise, or in the Representative's opinion will business, properties, earnings, results of operations or prospects of the Company, whether or not arising in the immediate future materially disrupt, general securities ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States; States or (ii) the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Exchange has been suspended or the Nasdaq Capital Market limited, or quoted minimum prices for trading have been fixed on the over Exchange, (4) if any suspension of trading of any securities of the counter Company on any exchange or in the over-the-counter market shall have been suspended, occurred and be continuing, (5) if a major disruption of securities settlements or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if clearance services in the United States shall have become involved in a new war occurred and be continuing, or an increase in existing major hostilities, or (iv) (6) if a banking moratorium has been declared by a either U.S. Federal or New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts authorities. Any such termination shall be without liability of any party to any other party except that the United States securities market, or (vi) if provisions of Section 8 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 13(a), the Agent shall provide the required notice as specified in Section 14 (Notices). (b) The Company shall have sustained a material loss the right, by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, giving ten (10) days notice as hereinafter specified to terminate this Agreement in the Representative's its sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of discretion at any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof of shall remain in full force and effect notwithstanding such a material adverse change termination. (c) The Agent shall have the right, by giving ten (10) days notice as hereinafter specified to terminate this Agreement in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities its sole discretion at any time after the date hereof, as of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof shall remain in the Representative's sole judgment would make it impracticable full force and effect notwithstanding such termination. (d) This Agreement shall remain in full force and effect unless terminated pursuant to proceed with the offering, sale and/or delivery Sections 13(a), (b), or (c) above or otherwise by mutual agreement of the Units or parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to enforce contracts made by the Underwriters for the sale provide that Section 8, Section 11, Section 12, Section 18 and Section 19 shall remain in full force and effect. -27- (e) Any termination of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, effective on the Company date specified in such notice of termination; provided, however, that such termination shall not then be under any liability effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to any Underwriter; but, if the Settlement Date for any other reason, any Units are not delivered by or on behalf sale of Placement Shares, such Placement Shares shall settle in accordance with the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More
Found in OCULAR THERAPEUTIX, INC contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties The indemnity and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity contribution agreements contained in Section 5 hereof, 11 of this Agreement and all representations and warranties of the Company he...rein or in certificates delivered pursuant hereto shall remain operative and in full force and effect survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Underwriters, Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. -31- 13. Termination. (a) The Agent may terminate this Agreement, by notice to the Company, and shall survive termination as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the issuance and delivery date as of which information is given in the Public Securities to Prospectus, any change, or any development or event involving a prospective change, in the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date condition, financial or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, otherwise, or in the Representative's opinion will business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, whether or not arising in the immediate future materially disrupt, general securities ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States; States or (ii) the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Exchange has been suspended or the Nasdaq Capital Market limited, or quoted minimum prices for trading have been fixed on the over Exchange, (4) if any suspension of trading of any securities of the counter Company on any exchange or in the over-the-counter market shall have been suspended, occurred and be continuing, (5) if a major disruption of securities settlements or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if clearance services in the United States shall have become involved in a new war occurred and be continuing, or an increase in existing major hostilities, or (iv) (6) if a banking moratorium has been declared by a either U.S. Federal or New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts authorities. Any such termination shall be without liability of any party to any other party except that the United States securities market, or (vi) if provisions of Section 8 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 13(a), the Agent shall provide the required notice as specified in Section 14 (Notices). (b) The Company shall have sustained a material loss the right, by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, giving ten (10) days notice as hereinafter specified to terminate this Agreement in the Representative's its sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of discretion at any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof of shall remain in full force and effect notwithstanding such a material adverse change termination. (c) The Agent shall have the right, by giving ten (10) days notice as hereinafter specified to terminate this Agreement in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities its sole discretion at any time after the date hereof, as of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof shall remain in the Representative's sole judgment would make it impracticable full force and effect notwithstanding such termination. (d) This Agreement shall remain in full force and effect unless terminated pursuant to proceed with the offering, sale and/or delivery Sections 13(a), (b), or (c) above or otherwise by mutual agreement of the Units or parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to enforce contracts made by the Underwriters for the sale provide that Section 8, Section 11, Section 12, Section 18 and Section 19 shall remain in full force and effect. -32- (e) Any termination of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, effective on the Company date specified in such notice of termination; provided, however, that such termination shall not then be under any liability effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to any Underwriter; but, if the Settlement Date for any other reason, any Units are not delivered by or on behalf sale of Placement Shares, such Placement Shares shall settle in accordance with the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More
Found in Novus Therapeutics, Inc. contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties The indemnity and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity contribution agreements contained in Section 5 hereof, 11 of this Agreement and all representations and warranties of the Company he...rein or in certificates delivered pursuant hereto shall remain operative and in full force and effect survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Underwriters, Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. -33- 13.Termination. (a)The Agent may terminate this Agreement, by notice to the Company, and shall survive termination as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the issuance and delivery date as of which information is given in the Public Securities to Prospectus, any change, or any development or event involving a prospective change, in the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date condition, financial or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, otherwise, or in the Representative's opinion will business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the immediate future materially disrupt, general securities ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States; States or (ii) the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Exchange has been suspended or the Nasdaq Capital Market limited, or quoted minimum prices for trading have been fixed on the over Exchange, (4) if any suspension of trading of any securities of the counter Company on any exchange or in the over-the-counter market shall have been suspended, occurred and be continuing, (5) if a major disruption of securities settlements or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if clearance services in the United States shall have become involved in a new war occurred and be continuing, or an increase in existing major hostilities, or (iv) (6) if a banking moratorium has been declared by a either U.S. Federal or New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts authorities. Any such termination shall be without liability of any party to any other party except that the United States securities market, or (vi) if provisions of Section 8 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 13(a), the Agent shall provide the required notice as specified in Section 14 (Notices). (b)The Company shall have sustained a material loss the right, by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, giving five (5) days' notice as hereinafter specified to terminate this Agreement in the Representative's its sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of discretion at any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof of shall remain in full force and effect notwithstanding such a material adverse change termination. (c)The Agent shall have the right, by giving ten (10) days' notice as hereinafter specified to terminate this Agreement in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities its sole discretion at any time after the date hereof, as of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof shall remain in the Representative's sole judgment would make it impracticable full force and effect notwithstanding such termination. (d)This Agreement shall remain in full force and effect unless terminated pursuant to proceed with the offering, sale and/or delivery Sections 13(a), (b), or (c) above or otherwise by mutual agreement of the Units or parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to enforce contracts made by the Underwriters for the sale provide that Section 8, Section 11, Section 12, Section 18 and Section 19 shall remain in full force and effect. -34- (e)Any termination of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, effective on the Company date specified in such notice of termination; provided, however, that such termination shall not then be under any liability effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to any Underwriter; but, if the Settlement Date for any other reason, any Units are not delivered by or on behalf sale of Placement Shares, such Placement Shares shall settle in accordance with the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More
Found in Cytokinetics, Incorporated contract
Representations and Agreements to Survive Delivery. Except as All representations and warranties of the context otherwise requires, all representations, warranties Company and agreements contained the Manager herein or in this Agreement certificates delivered pursuant hereto shall be deemed to be representations, warranties and agreements survive, 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 Sectio...n 5 hereof, shall remain operative and in full force and effect their respective dates, regardless of (i) any investigation made by or on behalf of the Underwriters, Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefore or (iii) any termination of this Agreement. 21 11.Termination. (a)Termination; General. The Agent may terminate this Agreement, by notice to the Company, and shall survive termination as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the issuance and delivery date as of which information is given in the Prospectus, any change, or any development or event involving a prospective change, which individually or in the aggregate, in the sole judgment of the Public Securities Agent has or could have a Material Adverse Effect and makes it impractical or inadvisable to market the Underwriters until Placement Shares or to enforce contracts for the earlier sale of the expiration Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Placement Shares has been suspended or limited by the Commission or the NYSE, or if trading generally on the NYSE has been suspended or limited, (4) if any suspension of trading of any applicable statute of limitations and the seventh (7th) anniversary securities of the later of Company on any exchange or in the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements over-the-counter market shall terminate have occurred and be continuing,(5) if a major disruption of no further force securities settlements or clearance services in the United States shall have occurred 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 be continuing or (6) if a banking moratorium has been declared effective by either U.S. Federal or New York authorities. (b)Termination by the Commission. 9.2 Termination. Company. The Representative Company shall have the right to terminate this Agreement at any time prior by giving ten days' notice as specified herein to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or Agent. (c)Termination by the Agent. In addition to the rights set forth in Section 11(a), 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 Agent shall have been suspended, or minimum or maximum prices for trading the right to terminate this Agreement by giving ten days' notice to the Company. (d)Automatic Termination. Unless earlier terminated pursuant to this Section 11, this Agreement 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 automatically terminate upon 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 issuance and sale of the Public Securities. 9.3 Expenses. If Maximum Amount of Placement Shares through the Agent pursuant to this Agreement. (e)Effectiveness of Termination. Any termination of this Agreement shall be terminated pursuant to Section 6 hereof, effective on the Company date specified in such notice of termination; provided, however, that such termination shall not then be under any liability effective until the close of business on the date specified in such notice by an Agent or the Company, as the case may be. If such termination shall occur prior to any Underwriter; but, if the Settlement Date for any other reason, any Units are not delivered by or on behalf sale of Placement Shares, such Placement Shares shall settle in accordance with the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding (f)Survival. The provisions of Sections 7(g), 9, 16 and 17 hereof and the obligation herein to pay any contrary provision contained in this Agreement, discount, commission or other compensation accrued, but unpaid, shall survive any election hereunder expiration 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. Agreement. View More
Found in Armour Residential R contract