Representations and Indemnities to Survive Contract Clauses (1,832)

Representations and Indemnities to Survive. The respective indemnities, covenants and agreements of the Partnership and the Underwriters contained in Section 8 of this Agreement or made by or on behalf of them, respectively, pursuant to Section 8 of this Agreement, and all other covenants and agreements of the Partnership and of the Underwriters that by their terms are to be performed subsequent to the delivery of and payment for the Shares, shall survive the delivery of and payment for the Shares and shall remain in full force and effect..., regardless of any investigation made by or on behalf of any of them or any person controlling any of them referred to in Section 8 hereof. Except as expressly provided above, all of the parties' respective representations, warranties, covenants and agreements in this Agreement shall terminate upon the delivery of and payment for the Shares. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. View More

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, the Selling Stockholders 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 any Underwriter, the Company, the Selling Stockholders or any of the indemnified persons referred to in Section 10 hereof, and, anything herein to the contrary notwithstanding, will surviv...e delivery of and payment for the Securities. The provisions of Sections 9 and 10 hereof shall survive the termination or cancellation of this Agreement. 26 14. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed: If to the Underwriters: Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Attention: Registration Department; Citigroup Global Markets Inc. and confirmed to the General Counsel, Citigroup Global Markets Inc., 388 Greenwich Street New York, New York 10013 Facsimile: 646 291-1469 Attention: General Counsel with a copy to: Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Facsimile: (212) 751-4864 Attention: Marc Jaffe If to the Company or the Management Selling Stockholders: Gardner Denver Holdings Inc. 222 East Erie Street Suite 500 Milwaukee, WI 53202 Facsimile: (414) 212-4725 Attention: General Counsel with a copy to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Facsimile: (212) 455-2502 Attention: Richard Fenyes If to the KKR Selling Stockholder: KKR Renaissance Aggregator L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, New York 10019 with a copy to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Facsimile: (212) 455-2502 Attention: Richard Fenyes Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representatives. 27 15. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the indemnified persons referred to in Section 10 hereof and their respective successors and no other person will have any right or obligation hereunder. No purchaser of Securities from any Underwriters shall be deemed to be a successor merely by reason of such purchase. View More

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and the Guarantor or their respective officers and of any of you 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 you, the Company, the Guarantor or any of the officers, directors or controlling persons referred to in Section 6 hereof, and will survive delivery of and payment for the Notes. The provisi...ons of Section 4(j) and Section 6 hereof shall survive the termination or cancellation of this Agreement. View More

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 any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provision...s of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 36 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel (fax no. : (646) 291-1469), Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Equity Syndicate, with a copy to Attention: General Counsel (fax: (646) 374-1071) and Morgan Stanley & Co. LLC 1585 Broadway, 29th Floor New York, New York 10036 Attention: Investment Banking Division (fax: (212) 507-8999) and confirmed to Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Attention: Deanna L. Kirkpatrick (fax no. : (212) 701-5135); Derek J. Dostal (fax no. : (212) 701-5322); or, if sent to the Company, will be mailed, delivered or telefaxed to Capitol Investment Corp. V, 1300 17th Street, Suite 820, Arlington VA 22209, Attention: Mark D. Ein, and confirmed to Latham & Watkins LLP, 555 Eleventh Street NW, Suite 1000, Washington, District of Columbia 20004, Attention: Rachel W. Sheridan; Jason M. Licht (fax no. : (202) 637-2201). View More

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Transaction Entities or any officer of any of the Transaction Entities 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 any Underwriter or the Transaction Entities or any of their respective officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, a...nd will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. View More

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 any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provision...s of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or emailed to A.G.P./Alliance Global Partners, 590 Madison Avenue, 36th Floor, New York, New York 10022, email address: db@allianceg.com, Attention: David Bocchi, Head of Investment Banking; or, if sent to the Company, will be mailed or delivered to Vislink Technologies, Inc., 240 S. Pineapple Avenue, Suite 701, Sarasota, Florida 34236. View More

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 any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provision...s of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 25 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or e-mailed to: B. Riley FBR, Inc., 299 Park Avenue, New York, NY 10171, Attention: Syndicate Department, with a copy to the Representative's counsel at Ellenoff, Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York, 10105, Attention: Stuart Neuhauser, Esq., or, if sent to the Company, will be mailed, delivered or e-mailed to Netfin Acquisition Corp., 445 Park Avenue, 9th Floor, New York, New York 10022; Attention: Rick Maurer, with a copy to the Company's counsel at Winston & Strawn LLP, 200 Park Avenue, New York, New York 10166, Attention: Joel L. Rubinstein, Esq. View More

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 any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provision...s of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. -18- 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to BofA Securities, Inc., 50 Rockefeller Plaza, NY1-050-12-01, New York, New York 10020, Attention: High Grade Debt Capital Markets Transaction Management/Legal, (fax no. (212) 901-7881); Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013 (fax no. : (646) 291-1469); Attention: General Counsel; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor, (fax no. : (212) 834-6081); or, if sent to the Company, will be mailed, delivered or telefaxed to it at 7 Corporate Center Drive, Melville, New York 11747-3166 (fax no. : (631) 847-6215); Attention of Treasurer, with a copy to it at 767 Fifth Avenue, New York, New York 10153 (fax no. : (212) 572-3989); Attention of the General Counsel. View More

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Agent 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 Agent or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Shares. The provisions of Section 5, S...ection 8, Section 10, Section 13, Section 15 and Section 16 shall survive the termination or cancellation of this Agreement. View More

Representations and Indemnities to Survive. The respective indemnities, agreements, representations, warranties 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 termination of this Agreement, any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person and will survive ...delivery of and payment for the Securities. If for any reason the purchase of the Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 7 and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence of the termination of this Agreement pursuant to Section 9 or 10, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of such Securities and comply with its other obligations under Section 7. 17 12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, delivered by Federal Express service or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the representatives at J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: 212 622-8358), Attention: Equity Syndicate Desk; BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: Equity Capital Markets Syndicate; and Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; and Notices to the Company shall be directed to it at Southwest Airlines Co., 2702 Love Field Drive, Dallas, Texas 75235-1611, Attention of the Executive Vice President and Chief Financial Officer, with a copy thereof directed to the Executive Vice President, Chief Legal and Regulatory Officer. View More