Representations and Indemnities to Survive Clause Example with 4 Variations from Business Contracts
This page contains Representations and Indemnities to Survive 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 Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Shares. The provisions o...f Sections 5(k), 7 and 9 hereof shall survive the termination or cancellation of this Agreement. 29 14. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement or the process leading thereto, irrespective of whether any of the Underwriters has advised or is advising the Company on other matters; (b) the price of the Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty.View More
Variations of a "Representations and Indemnities to Survive" Clause from Business Contracts
Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities indemnities, contribution provisions and other statements of each of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement (including the provisions of 6 and 7) will remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of the Underwriters or any person controlling the Underwriters, the Company or their trustees, directors, managers, ...members, officers, employees or agents or any person controlling the Company (control to be determined within the meaning of the officers, directors, employees, agents Securities Act or controlling persons referred to in Section 7 hereof, the Exchange Act), (ii) delivery and will survive delivery acceptance of any Shares and payment for the Shares. The provisions of Sections 5(k), 7 therefor hereunder and 9 hereof shall survive the (iii) any termination or cancellation of this Agreement. 29 14. 28 10. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) a. The purchase and sale of the Shares pursuant to this Agreement is an arm's length commercial transaction between the Company, on the one hand, and the Underwriters have been retained and any affiliate through which they may be acting, on the other; b. The Underwriters are acting solely to act as underwriters agent in connection with the sale public offering of the Shares and that in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Underwriters Underwriters, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement or the process leading thereto, Agreement, irrespective of whether any of or not the Underwriters has have advised or is advising the Company on other matters; (b) matters, and the price of Underwriters have no obligation to the Shares Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Agreement; c. it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) d. the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; e. it is aware that the Underwriters and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) f. it waives, to the fullest extent permitted by law, any claims they it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty. duty in connection with the sale of Shares under this Agreement and agrees that the Underwriters shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the Underwriters' obligations under this Agreement and to keep information provided by the Company to the Underwriters and its counsel confidential to the extent not otherwise publicly-available. View More
Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Issuer, the Guarantors or its any of their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company Issuer, the Guarantors or any of the officers, directors, employees, agents or controlling persons referred to in Section 7 hereof, and will survi...ve delivery of and payment for the Shares. Notes. The provisions of Sections 5(k), 7 and 9 hereof shall survive the termination or cancellation of this Agreement. 29 14. Absence of Fiduciary Relationship. The Company Each of the Issuer and the Guarantors acknowledges and agrees that: (a) each of the Underwriters have has been retained solely to act as underwriters an underwriter in connection with the sale of the Shares Notes and that no fiduciary, advisory or agency relationship between the Company Issuer and the Guarantors and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement or the process leading thereto, irrespective of whether the Underwriters have advised or any of the Underwriters has advised or them is advising the Company Issuer and the Guarantors on other matters; (b) the price of the Shares Notes set forth in this Agreement was established by the Company Issuer following discussions and arms-length arm's-length negotiations with the Representatives, Underwriters, and the Company Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Issuer and the Guarantors and that the Underwriters have no Underwriter has an obligation to disclose such interests and transactions to the Company Issuer and the Guarantors by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims they it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty. View More
Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Company, the Operating Partnership or its any of their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company Company, the Operating Partnership or any of the officers, directors, employees, agents or controlling persons referred to in Section ...7 hereof, and will survive delivery of and payment for the Shares. The provisions of Sections 5(k), 7 and 9 hereof shall survive the termination or cancellation of this Agreement. 29 31 14. Absence of Fiduciary Relationship. Relationship; Research Independence. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement or the process leading thereto, irrespective of whether any of the Underwriters has have advised or is advising the Company on other matters; (b) the price of the Shares set forth in this Agreement was established by the Company following discussions and arms-length arm's-length negotiations with the Representatives, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty. (e) In addition, the Company acknowledges that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters' investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short position in debt or equity securities of the companies which may be the subject to the transactions contemplated by this Agreement. View More
Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company Company, the Operating Partnership or its any of their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company Company, the Operating Partnership or any of the officers, directors, employees, agents or controlling persons referred to in Section ...7 hereof, and will survive delivery of and payment for the Shares. The provisions of Sections 5(k), 7 and 9 hereof shall survive the termination or cancellation of this Agreement. 29 30 14. Absence of Fiduciary Relationship. The Each of the Company and Operating Partnership acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and the Operating Partnership and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement or the process leading thereto, irrespective of whether the Underwriters have advised or any of the Underwriters has advised or them is advising the Company and the Operating Partnership on other matters; (b) the price of the Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Operating Partnership and that the Underwriters have no Underwriter has an obligation to disclose such interests and transactions to the Company and the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty. View More
