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 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 and the Selling Stockholders 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 Company and the ...indemnity agreements Selling Stockholders contained in Section 5 5(a)(viii) and Section 5(b)(i) and Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, several Underwriters or any controlling person thereof, or the Company, Company and the Selling Stockholders or any of their respective officers, directors, or controlling persons, and shall survive termination delivery of, and payment for, the Shares to and by the Underwriters hereunder. The Lovesac Company 2018 Follow-On Offering 30Underwriting Agreement 9. Termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. Agreement. (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company and the Selling Stockholders as hereinafter specified at any time at or prior to the Closing Date, (i) Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if any domestic or international event or act or occurrence has materially disrupted, or in the Representative's opinion will in discretion of the immediate future Representative, (i) trading generally shall have been suspended or materially disrupt, general securities markets in limited on or by any of the United States; or (ii) if trading on the NYSE, the New York Stock Exchange, NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Nasdaq Capital Market Chicago Board of Trade; (ii) trading of any securities issued 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 guaranteed 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 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; (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 Representative, 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 to enforce contracts made any Option Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Underwriters for Registration Statement, the sale Time of Sale Disclosure Package or the Final Prospectus; or (v) in the judgment of the Public Securities. 9.3 Expenses. If Representative, there has been, since the time of execution of this Agreement shall be terminated pursuant to Section 6 hereof, or since the Company shall not then be under respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any liability to any Underwriter; but, if for any other reason, any Units are not delivered by material adverse change in the assets, properties, condition, financial or on behalf otherwise, or in the results of operations, business affairs or business prospects 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 Company, whether or not this Agreement is otherwise carried out, arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5 5(a)(viii), Section 5(b)(i) and Section 7 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 Representative elects to carry out the terms of terminate this Agreement as provided in this Section 9, the Company shall be notified promptly by the Representative by telephone or any part hereof. email, confirmed by letter. View More
Found in Lovesac Co contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the 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. -29- 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 Market, the Nasdaq Global Market, or the Nasdaq Capital The NASDAQ 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 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 Celcuity Inc. contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Underwriters Company herein or in certificates delivered pursuant hereto, and the Company, including agreements of the indemnity agreements Underwriter and the 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 the Underwriters, Underwriter or any controlling person thereof, or 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 Underwriter hereunder and any termination of this Agreement or the issuance and delivery of the Public Securities Agreement. 20 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 to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or agreement on its part to be performed hereunder, (ii) any condition of the Underwriter's obligations hereunder (other than any set forth in the Representative's opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if Section 5(j) hereof) is not fulfilled, (iii) trading on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital The NASDAQ Stock Market or quoted on the over the counter market New York Stock Exchange shall have been wholly suspended, or (iv) trading of Common Stock on The NASDAQ Capital Market shall have been suspended (but trading on The NASDAQ Capital Market shall not have been wholly suspended), (v) 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, (vi) a banking moratorium has shall have been declared by a New York State federal or Federal authority, state authorities, 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 (vii) 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 Securities in the manner contemplated in the Time of Sale Disclosure Package or the Prospectus. 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 ENDRA Life Sciences 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. 27 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 to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or in agreement on its part to be performed hereunder, including, without limitation, effecting the Representative's opinion will in Reverse Stock Split prior to the immediate future materially disrupt, general securities markets in First Closing Date, (ii) any other condition of the United States; or (ii) if Underwriters' obligations hereunder is not fulfilled, (iii) trading on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital The NASDAQ 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 Securities in the manner contemplated in the Time of Sale Disclosure Package or the Prospectus. 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 ENDRA Life Sciences 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 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. 24 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 material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters' obligations hereunder is not fulfilled or international event or act or occurrence has materially disrupted, or waived by the Representative in writing, (iii) trading in the Representative's opinion will Company's Common Stock shall have been suspended by the Commission or NASDAQ 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 NASDAQ shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company's Common Stock) shall have been fixed, or maximum ranges for prices for securities shall have been required required, on NASDAQ, by FINRA such exchange or by order of the Commission or any other government governmental 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 (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 3, (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 after the date hereof hereof, of such events that are reasonably expected to result in (A) a Material Adverse Effect, 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 judgement, to proceed with the offering, sale and/or delivery of the Units Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities. 9.3 Expenses. If this Agreement Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the 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 take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be terminated pursuant to Section 6 hereof, the Company shall not then be under without liability of any liability party to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, party except that the provisions of Section 5 4(a)(vii) and Section 6 hereof shall not at all times be in any way affected by effective and shall survive such election or termination or failure termination. (b) If the Representative elects 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 Representative by telephone, confirmed by letter. View More
Found in AYTU BIOSCIENCE, 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 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 thereof, and shall survive termination delivery of, and payment for, the Securities to and by the Underwriters hereunder. 27 7. Termination of this Agreement or Agreement. (a) You, as the issuance and delivery 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 2(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, NASDAQ Stock Market, the 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 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, 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 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 3(h) and Section 5 hereof shall not at all times be in any way affected by such election or termination or failure effective. (b) 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 INOVIO PHARMACEUTICALS, 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. -31- 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 Market, the Nasdaq Global Market, or the Nasdaq Capital The NASDAQ 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, state authorities, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts (vi) there shall have occurred any outbreak or escalation of hostilities, any act of terrorism involving the United States securities market, States, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage any change in financial markets or other any calamity or malicious act which, whether crisis that, in your reasonable judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if 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 Miromatrix Medical Inc. contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Underwriters Underwriter, the Company and the Company, including Selling Stockholders contained herein or in certificates delivered pursuant hereto, including, but not limited to, the ...indemnity agreements of the Underwriter, the Company and the Selling Stockholders contained in Section 5 5(b)(vi) and Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, Underwriter or any controlling person thereof, or the Company, Company and the Selling Stockholders or any of their respective officers, directors, or controlling persons, and shall survive termination delivery of, and payment for, the Shares to and by the Underwriter hereunder. 19 Quest Resource Holding Corporation Resale Offering Underwriting Agreement 9. Termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. Agreement. (a) The Representative Underwriter shall have the right to terminate this Agreement by giving notice to the Company and the Selling Stockholders 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, disrupted the securities markets or there has been a material adverse change in general financial, political or economic conditions, in each case, the effect of which is to make it, in the Representative's opinion will reasonable judgment of the Underwriter, impracticable or inadvisable to market the Shares, (ii) trading in the immediate future materially disrupt, general Company's Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities markets in the United States; or (ii) if trading generally on the NYSE, Nasdaq Stock Market, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market NYSE MKT shall have been suspended, or (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the Nasdaq Stock Market, the NYSE or maximum ranges for prices for securities shall have been required NYSE MKT, by FINRA such exchange or by order of the Commission or any other government authority having jurisdiction, Governmental Entity, (iv) a general banking moratorium shall have been declared by federal or (iii) if New York State authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States shall have become involved of a national emergency or war, any substantial change or development involving a prospective substantial change in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage international political, financial or economic conditions or any other calamity or malicious act which, crisis, in each case, the effect of which is to make it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to market the Shares, (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, the effect of which is to make it, in the Representative's sole opinion, make it reasonable judgment of the Underwriter, impracticable or inadvisable to proceed with market 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 Shares or to enforce contracts made by the Underwriters for the sale of the Public Securities. 9.3 Expenses. If Shares, or (vii) there has been, since the time of execution of this Agreement shall be terminated pursuant to Section 6 hereof, Agreement, any Material Adverse Effect that, in 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 reasonable judgment of the Company as provided herein Underwriter, makes it impracticable or inadvisable to market the Underwriters decline Shares or to purchase enforce contracts for 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 sale of the Company to pay Shares, including, without limitation, the out of pocket accountable expenses related to Underwriter's good faith belief that the transactions contemplated herein by the Put and Call Stock Purchase Agreement, dated as of March 15, 2019, by and among Southwest Green Investments, L.L.C., Stockbridge Enterprises, L.P., and Hampstead Park Capital Management, LLC will not close promptly after the closing of the transactions contemplated by this Agreement. 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 5(b)(vi) and Section 7 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 Underwriter elects to carry out the terms of terminate this Agreement or any part hereof. as provided in this section, the Company and the Selling Stockholders shall be notified promptly by the Underwriter by telephone, confirmed by letter. View More
Found in Quest Resource Holding Corp contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the 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 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 thereof, and shall survive termination delivery of, and payment for, the Securities to and by the Underwriters hereunder. 27 7. Termination of this Agreement or Agreement. You, as the issuance and delivery Representative of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative several Underwriters, shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 2(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, NASDAQ Stock Market, the 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 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, 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 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 3(h) and Section 5 hereof shall not at all times be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. effective. View More
Found in Vericel Corp contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties warranties, and agreements contained herein or in this Agreement shall be deemed to be representations, warranties and agreements as of certificates delivered pursuant hereto including, but not limited to, 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 Company contained in Section 5 5(i) and... Section 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, the Company, Company or any of its officers, directors, or controlling persons, and shall survive termination delivery of, and payment for, the Shares hereunder. -22- 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 any domestic or international event or act or occurrence has materially disrupted, or trading in the Representative's opinion will in Company's Common Stock shall have been suspended by the immediate future materially disrupt, general securities markets in the United States; Commission 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 trading in securities generally on the over the counter market Nasdaq, New York Stock Exchange or NYSE American shall have been suspended, or (ii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on Nasdaq, New York Stock Exchange or maximum ranges for prices for securities shall have been required NYSE American, by FINRA such exchange or by order of the Commission or any other government governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared by federal or (iii) if New York state authorities, (iv) 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 (v) 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, the effect of which, in each case described in this subsection (a), 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. If this Agreement Shares. 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(i) and Section 8 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 Representative elects 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 Representative by telephone, confirmed by letter. View More
Found in ASPEN GROUP, INC. contract