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, 10 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, employees or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. -32- 12. 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 10 (Indemnification and Contribution), Section 11 (Representations and Agreements to Survive Delivery), Section 17 (Governing Law and Time; Waiver of Jury Trial) and Section 18 (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 12(a), the Agent shall provide the required notice as specified in Section 13 (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 10, Section 11, Section 17 and Section 18 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 10, Section 11, Section 17 and Section 18 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 12(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 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. -33- (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 EzFill Holdings 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, 10 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, employees or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. -20- 12. 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 10 (Indemnification and Contribution), Section 11 (Representations and Agreements to Survive Delivery), Section 17 (Governing Law and Time; Waiver of Jury Trial) and Section 18 (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 12(a), the Agent shall provide the required notice as specified in Section 13 (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 10, Section 11, Section 17 and Section 18 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 10, Section 11, Section 17 and Section 18 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 12(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 10, Section 11, Section 17 and Section 18 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 Amplitude Healthcare Acquisition Corp 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, 10 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. 12.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 10 (Indemnification and Contribution), Section 11 (Representations and Agreements to Survive Delivery), Section 17 (Governing Law and Time; Waiver of Jury Trial) and Section 18 (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 12(a), the Agent shall provide the required notice as specified in Section 13 (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 27 such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 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 10, Section 11, Section 17 and Section 18 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 12(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 10, Section 11, Section 17 and Section 18 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 Sorrento Tech, Inc. contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Company herein or in certificates delivered pursuant hereto, and the agreements of the several Underwriters and the Company, including the indemnity agreements Company contained in Sec...tion 5 6 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, or the Underwriters, the Company, Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Securities to and by the Underwriters hereunder and any termination of this Agreement or the issuance and delivery of the Public Securities Agreement. -30- 8. Termination. (a) Right to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative Terminate. You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or in agreement on its part to be performed hereunder, (ii) any other condition of the Representative's opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if Underwriters' obligations hereunder is not fulfilled, (iii) trading on the NYSE, the NYSE American, the Nasdaq Global Select Stock Market, the Nasdaq Global Market, New York Stock Exchange, TSXV or the Nasdaq Capital Market or quoted on the over the counter market OTCQB shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the Nasdaq Stock Market, New York Stock Exchange, TSXV or maximum ranges for prices for securities shall have been required OTCQB, by FINRA such exchange 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 Governmental Authority, (v) a banking moratorium has shall have been declared by a New York State federal, 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, Canadian authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether crisis that, in your judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the Public Securities. 9.3 Expenses. If this Agreement Any such termination shall be terminated pursuant to Section 6 hereof, the Company shall not then be under without liability of any liability party to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, party except that the provisions of Section 5 4(g) and Section 6 hereof shall not at all times be in any way affected by such election or termination or failure effective. (b) Notice of Termination. If you elect to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter. View More
Found in DiaMedica Therapeutics Inc. 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 Operating Partnership 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 conta...ined in Section 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, any controlling persons, or the Company (or any of their respective officers who sign the Registration Statement or any directors or controlling persons), (ii) delivery and acceptance of the Securities and the shares of Common Stock issuable upon conversion thereof and payment therefor or (iii) any termination of this Agreement. 27 7. Termination. The Representatives may terminate this Agreement, by notice to the Company, and shall survive termination as hereinafter specified at any time (a) 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 Registration Statement, the Underwriters until the earlier of the expiration of any applicable statute of limitations Pricing Disclosure Package and the seventh (7th) anniversary of the later of the Closing Date Prospectus, any change, or the Option Closing Date, if any, at any development or event involving a prospective change, 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, individually or in the Representative's opinion will aggregate, in the immediate future materially disrupt, general securities sole judgment of the Representatives, has or could have a Material Adverse Effect and makes it impractical or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (b) 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 Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (c) if trading in the Common Stock, the Series D Preferred Stock or the Series E Preferred Stock has been suspended or limited by the Commission or the NYSE, or if trading generally on the NYSE, NYSE has been suspended or limited, (d) if any suspension of trading of any securities of the NYSE American, Company on any exchange or in the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter over-the-counter market shall have been suspended, occurred and be continuing, (e) 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) (f) 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 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. authorities. If this Agreement shall be is terminated pursuant to this Section 6 hereof, the Company 7, such termination shall not then be under without liability of any liability party to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company party except 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 in 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 3(n) hereof. View More
Found in Summit Hotel Properties, 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 the Underwriters, Manager, any controlling persons, or the 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. 33 11. Termination. (a) Termination; General. The Manager 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 the Manager, 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 the Manager. The Manager 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) the Manager 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 the Manager 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 34 (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 All representations and warranties of the context otherwise requires, all representations, warranties Company and agreements contained the Operating Partnership 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 conta...ined in Section 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, any controlling persons, or the Company (or any of their respective officers who sign the Registration Statement or any directors or controlling persons), (ii) delivery and acceptance of the Shares and payment therefore or (iii) any termination of this Agreement. 35 7. Termination. The Representatives 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 Registration Statement, 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 Pricing Disclosure Package or the Option Closing Date, if any, at Prospectus, any change, or any development or event involving a prospective change, 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, individually or in the Representative's opinion will aggregate, in the immediate future materially disrupt, general securities sole judgment of the Representatives, has or could have a Material Adverse Effect and makes it impractical or inadvisable to market the Shares or to enforce contracts for the sale of the 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 Representatives, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the NYSE, or if trading generally on the NYSE, NYSE has been suspended or limited, (4) if any suspension of trading of any securities of the NYSE American, Company on any exchange or in the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter 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 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. authorities. If this Agreement shall be is terminated pursuant to this Section 6 hereof, the Company 7, such termination shall not then be under without liability of any liability party to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company party except 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 Summit Hotel Properties, Inc. contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties warranties, and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date Company contained herein or in certificates delivered pursuant hereto, including, but not limited to, the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements Company contained in... Section 5 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, Representative on behalf of the Company, Underwriters or any controlling person thereof, or the Company or any of its officers, directors, or controlling persons, and shall survive termination delivery of, and payment for, the Securities to and by the Underwriters hereunder. 28 10. 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, if (i) if there has occurred any domestic material adverse change in the securities markets or international event or any event, act or occurrence that has materially disrupted, or in the Representative's opinion of the Underwriter, will in the immediate future materially disrupt, the securities markets or there shall be such a material adverse change in general securities financial, political or economic conditions or the effect of international conditions on the financial markets in the United States; States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares, (ii) if trading in the Company's Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ, the NYSE, New York Stock Exchange or 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 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 NASDAQ, the New York Stock Exchange or maximum ranges for prices for securities shall have been required the NYSE MKT, by FINRA such exchange or by order of the Commission or any other government governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal, New York or (iii) if California state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States shall have become involved of a national emergency or war, any substantial change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage international political, financial or economic conditions or any other calamity or malicious act which, 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, any of which, in the Representative's sole opinion, make reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the Public Securities. 9.3 Expenses. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 hereof shall at all times be effective and shall survive such termination. (b) If the Representative elects to terminate this Agreement shall be terminated pursuant to as provided in this Section 6 hereof, 10, the Company shall not then be under any liability to any Underwriter; but, if for any other reason, any Units are not delivered notified promptly by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed Representative by Section 3.10 hereof, and (ii) the telephone, confirmed promptly thereafter by letter. The Company shall reimburse the Representative Underwriters on demand for any all expenses (including reasonable fees and accountable costs and expenses disbursements of counsel) that shall have been incurred by it in connection with enforcing any provisions the proposed purchase and sale of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained the Securities. 29 11. Notices. Except as otherwise provided herein, all communications hereunder shall be in this Agreement, any election hereunder writing and, if to the Representative, shall be mailed, delivered or any termination of this Agreement, emailed to Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660, Attention: Roth Equity Capital Markets, Email: RothECM@roth.com, with a copy (which shall not constitute notice) to DLA Piper LLP (US), 2000 University Avenue, East Palo Alto, CA 94301, Attention: Curtis L. Mo, Email: Curtis.Mo@dlapiper.com; and whether if to the Company, shall be mailed, delivered or emailed to it at 4699 Old Ironsides Drive, Suite 300, Santa Clara, CA 95054, Email: crussell@unipixel.com or emalick@unipexel.com, Attention: Chief Financial Officer, with a copy (which shall not constitute notice) to Crowell & Moring LLP, 275 Battery Street, 23rd Floor, San Francisco, CA 94111, Attention: Jeffrey C. Selman; or in each case to such other address as the person to be notified may have requested in writing. Any party to this Agreement is otherwise carried out, may change such address for notices by sending to the provisions of Section 5 shall not be in any way affected by such election or termination or failure parties to carry out the terms of this Agreement or any part hereof. written notice of a new address for such purpose. View More
Found in Uni-Pixel contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Company and the Selling Shareholder herein or in certificates delivered pursuant hereto, and the agreements of the several Underwriters and the Company, including Company and the indem...nity agreements Selling Shareholder contained in Section 5 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, or the Underwriters, Company or any of its officers, directors, or controlling persons, or the Company, Selling Shareholder or any controlling person thereof, and shall survive delivery of, and payment for, the Securities to and by the Underwriters hereunder and any termination of this Agreement or the issuance and delivery Agreement. -34- 10. Termination. (a) Right to Terminate. You, as Representatives of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 4(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if any domestic there has been, since the time of execution of this Agreement or international event or act or occurrence has materially disrupted, or since the respective dates as of which information is given in the Representative's opinion will in Registration Statement, the immediate future materially disrupt, general securities markets in Time of Sale Disclosure Package or the United States; or Prospectus, any Material Adverse Change, (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the NYSE, the NYSE American, the The Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the over the counter market New York Stock Exchange shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on The Nasdaq Stock Market or maximum ranges for prices for securities shall have been required New York Stock Exchange, by FINRA such Exchange or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if Governmental Authority, (v) a banking moratorium has shall have been declared by a New York State federal or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, state authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether crisis that, in your judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the Public Securities. 9.3 Expenses. If this Agreement Any such termination shall be terminated pursuant to Section 6 hereof, the Company shall not then be under without liability of any liability party to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, party except that the provisions of Section 5 5(g) and Section 8 hereof shall not at all times be in any way affected by such election or termination or failure effective. (b) Notice of Termination. If you elect to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section, the Company and the Selling Shareholder shall be notified promptly by you by telephone, confirmed by letter. View More
Found in OptimizeRx Corp contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties warranties, and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date Company herein or in certificates delivered pursuant hereto, including but not limited to the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements Company contained in Section 5 6... hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, Underwriters or any controlling person thereof, or the Company, Company or any of its officers, directors, or controlling persons, and shall survive termination of this Agreement or delivery of, and payment for, the issuance and delivery of the Public Securities to and by the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. hereunder. 15 8. TERMINATION OF THIS AGREEMENT. (a) The Representative Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in the Representative's opinion will Company's shares of Common Stock shall have been suspended by the Commission or NYSE MKT or trading in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market MKT shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required required, on the NYSE MKT, by such Exchange, by FINRA or by order of the Commission or any other government governmental authority having jurisdiction, or (iii) if jurisdiction (which includes the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if Company's shares of Common Stock), (v) a banking moratorium has shall have been declared by a New York State federal or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared state authorities which materially adversely impacts the United States securities market, or prevents payment by an Underwriter pursuant to Section 2, (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 (vii) the Representative Underwriters shall have become aware aware, after the date hereof hereof, of such events that are reasonably expected to result in (A) a Material Adverse Change, or (B) a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation in each case, as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable impracticable, in the Underwriters' reasonable judgment, to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the offering and 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 Securities, or on behalf (viii) a director of the Company as provided herein or the Underwriters decline (A) is charged with a felony offense relating to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant financial matter arising from conduct relating to the terms herein, (i) Company, (B) becomes the obligations subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to pay take any such action or undertake any such investigation), or (C) is enjoined, suspended or otherwise limited from serving as a director under the out of pocket accountable expenses related to the transactions contemplated herein federal securities laws . Any such termination shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for without liability of any reasonable and accountable costs and expenses incurred in connection with enforcing party to 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, other party except that the provisions of Section 5 4(g) and Section 6 hereof shall not at all times be in any way affected by effective and shall survive such election or termination or failure termination. (b) If the Underwriters elect to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section, the Company shall be notified promptly by the Underwriters by telephone, confirmed by letter. View More
Found in VOLITIONRX LTD contract