Survival of Certain Representations and Obligations Clause Example with 13 Variations from Business Contracts

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of 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, Representatives, officers, directors or any controlling person, and will survive ...delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering and sale of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect notwithstanding regardless of (i) any termination of this Agreement. Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. 24 33 12. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or delivered and confirmed to the Representative Representatives at: Credit Suisse Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department, J.P. Morgan Securities (USA) LLC, Eleven 383 Madison Avenue, New York, N.Y. 10010-3629, New York 10179, Attention: LCD-IBD, Equity Syndicate Desk, Oppenheimer & Co. Inc., 85 Broad Street, New York, New York 10004, Attention: General Counsel, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, New York, 10001, Attention: David J. Goldschmidt, or, if sent to the Company, will be mailed or delivered and confirmed to it at 1000 N. West St., Acies Acquisition Corp. II, 1219 Morningside Drive, Suite 1200, Wilmington, Delaware 19801, 110, Manhattan Beach, California 90266, Attention: Chief Financial Officer Co-Chief Executive Officer, with a copy to Skadden, Arps, Slate, Meagher Ellenoff Grossman & Flom Schole LLP, 525 University Avenue, Suite 1400, Palo Alto, CA 94301, 1345 Avenue of the Americas, New York, New York 10105, Attention: Gregg Noel; Benjamin S. Reichel; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed or delivered and confirmed to such Underwriter. View More

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or Underwriter made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers, directors or any controlling person, and will survive d...elivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, reason, the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of its counsel) reasonably incurred by them the Underwriter in connection with this Agreement or the offering of the Offered Securities. contemplated hereunder. The respective obligations of the Company and the Underwriters Underwriter pursuant to Section 8 hereof shall remain operative and in full force and effect notwithstanding regardless of (i) any termination of this Agreement. In addition, if Agreement, (ii) any investigation made by or on behalf of the Underwriter, any person controlling the Underwriter or any affiliate of the Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. If any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. 24 12. 38 11. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, Underwriter, will be mailed or delivered and confirmed to the Representative at: Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, Underwriter at 1585 Broadway, New York, N.Y. 10010-3629, NY 10036, Attention: LCD-IBD, Equity Syndicate Desk, with a copy to the Legal Department; or, if sent to the Company, will be mailed or delivered and confirmed to it at 1000 N. West St., Think Elevation Capital Growth Opportunities, One Letterman Drive, Building C, Suite 1200, Wilmington, Delaware 19801, Cm-420, San Francisco, CA 94129, Attention: Chief Financial Officer Tom Glaser, with a copy to Skadden, Arps, Slate, Meagher & Flom Sidley Austin LLP, 525 University 787 Seventh Avenue, Suite 1400, Palo Alto, CA 94301, New York, New York 10019, Attention: Gregg Noel; George Vlahakos and David Ni; provided, however, that any notice to an the Underwriter pursuant to Section 8 6 hereof will be mailed or delivered and confirmed to such the Underwriter. View More

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of 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, directors or any controlling person, and will survive delivery of and p...ayment for the Offered Securities. Units. If the purchase of the Offered Securities Units by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering and sale of the Offered Securities. Units. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect notwithstanding regardless of (i) any termination of this Agreement. Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Units. In addition, if any Offered Securities Units have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. 24 33 12. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or delivered and confirmed to the Representative at: Credit Suisse Securities (USA) Goldman Sachs & Co. LLC, Eleven Madison Avenue, 200 West Street, New York, N.Y. 10010-3629, New York 10282-2198, Attention: LCD-IBD, Registration Department, FAX: (212) 325-4296 or, if sent to the Company, will be mailed or delivered and confirmed to it at 1000 N. West St., Suite 1200, Wilmington, Delaware 19801, 20 University Road, Cambridge, Massachusetts 02138, Attention: Chief Financial Officer Officer, with a copy to Skadden, Arps, Slate, Meagher & Flom Kirkland and Ellis LLP, 525 University 601 Lexington Avenue, Suite 1400, Palo Alto, CA 94301, New York, New York, 10022, Attention: Gregg Noel; Christian O. Nagler and Sean T. Wheeler, P.C.; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed or delivered and confirmed to such Underwriter. View More

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of 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, directors or any controlling person, and will survive delivery of and p...ayment for the Offered Securities. Units. If the purchase of the Offered Securities Units by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering and sale of the Offered Securities. Units. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect notwithstanding regardless of (i) any termination of this Agreement. Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Units. In addition, if any Offered Securities Units have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. 24 34 12. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or delivered and confirmed to the Representative at: Credit Suisse Securities (USA) Goldman Sachs & Co. LLC, Eleven Madison Avenue, 200 West Street, New York, N.Y. 10010-3629, New York 10282-2198, Attention: LCD-IBD, Registration Department, FAX: (212) 325-4296 or, if sent to the Company, will be mailed or delivered and confirmed to it at 1000 N. West St., Suite 1200, Wilmington, Delaware 19801, 20 University Road, Cambridge, Massachusetts 02138, Attention: Chief Financial Officer Officer, with a copy to Skadden, Arps, Slate, Meagher & Flom Kirkland and Ellis LLP, 525 University 601 Lexington Avenue, Suite 1400, Palo Alto, CA 94301, New York, New York, 10022, Attention: Gregg Noel; Christian O. Nagler and Sean T. Wheeler, P.C.; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed or delivered and confirmed to such Underwriter. View More

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of 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, directors or any controlling person, and will survive delivery of and p...ayment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering and sale of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect notwithstanding regardless of (i) any termination of this Agreement. Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. 24 33 12. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or delivered and confirmed to the Representative at: Credit Suisse Securities (USA) Morgan Stanley & Co. LLC, Eleven Madison 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department and Kirkland and Ellis LLP, 601 Lexington Avenue, New York, N.Y. 10010-3629, New York, 10022, Attention: LCD-IBD, Christian O. Nagler and Sean T. Wheeler, P.C., or, if sent to the Company, will be mailed or delivered and confirmed to it at 1000 N. West St., Suite 1200, Wilmington, Delaware 19801, 20 University Road, Cambridge, Massachusetts 02138, Attention: Chief Financial Officer Officer, with a copy to Skadden, Arps, Slate, Meagher & Flom Goodwin Procter LLP, 525 University 100 Northern Avenue, Suite 1400, Palo Alto, CA 94301, Boston, Massachusetts 02210, Attention: Gregg Noel; Jocelyn Arel and Daniel J. Espinoza; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed or delivered and confirmed to such Underwriter. View More

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of 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, directors or any controlling person, and will survive delivery of and p...ayment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering and sale of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect notwithstanding regardless of (i) any termination of this Agreement. Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. 24 34 12. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or delivered and confirmed to the Representative at: Credit Suisse Securities (USA) Morgan Stanley & Co. LLC, Eleven Madison Avenue, 1585 Broadway, New York, N.Y. 10010-3629, New York 10036, Attention: LCD-IBD, Equity Syndicate Desk, with a copy to the Legal Department and Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Suite 1400, Palo Alto, California, 94301, Attention: Gregg Noel and Michael Schwartz, or, if sent to the Company, will be mailed or delivered and confirmed to it at 1000 N. West St., Suite 1200, Wilmington, Delaware 19801, 2100 McKinney Avenue, 12th Floor, Dallas, Texas 75201, Attention: Cash Smith, Chief Financial Officer and Secretary, with a copy (which shall not constitute notice) to Skadden, Arps, Slate, Meagher Simpson Thacher & Flom Bartlet LLP, 525 University Avenue, Suite 1400, 2475 Hanover Street, Palo Alto, CA 94301, California 94304 Attention: Gregg Noel; William B. Brentani, Esq. ; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed or delivered and confirmed to such Underwriter. View More

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of 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, directors or any controlling person, and will survive delivery of and p...ayment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering and sale of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect notwithstanding regardless of (i) any termination of this Agreement. Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. 24 34 12. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or delivered and confirmed to the Representative at: Credit Suisse Securities (USA) Morgan Stanley & Co. LLC, Eleven Madison Avenue, 1585 Broadway, New York, N.Y. 10010-3629, New York 10036, Attention: LCD-IBD, Equity Syndicate Desk, with a copy to the Legal Department and Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Suite 1400, Palo Alto, California, 94301, Attention: Gregg Noel and Michael Schwartz, or, if sent to the Company, will be mailed or delivered and confirmed to it at 1000 N. West St., Suite 1200, Wilmington, Delaware 19801, 20 University Road, Cambridge, Massachusetts 02138, Attention: Chief Financial Officer with a copy to Skadden, Arps, Slate, Meagher Kirkland & Flom Ellis LLP, 525 University 601 Lexington Avenue, Suite 1400, Palo Alto, CA 94301, New York, New York 10022 Attention: Gregg Noel; Christian Nagler and Aslam Rawoof; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed or delivered and confirmed to such Underwriter. View More

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers, directors or any controlling person, and will survive d...elivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, reason, the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. The respective obligations of the Company and the Underwriters Underwriter pursuant to Section 8 hereof shall remain in effect notwithstanding any termination of this Agreement. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. 24 22 12. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, Underwriter, will be mailed or delivered and confirmed to the Representative at: Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Facsimile: (212) 325-4296 Attention: LCD-IBD, IBCM-Legal, or, if sent to the Company, will be mailed or delivered and confirmed to it at 1000 N. West St., Suite 1200, Wilmington, Delaware 19801, 5746 Union Mill Road Clifton, Virginia 20124, Attention: Chief Financial Officer with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Suite 1400, Palo Alto, CA 94301, Attention: Gregg Noel; Officer; provided, however, that any notice to an the Underwriter pursuant to Section 8 will be mailed or delivered and confirmed to such the Underwriter. View More

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of 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, directors or any controlling person, and will survive delivery of and p...ayment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect notwithstanding any termination of this Agreement. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. 24 12. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed mailed, delivered or delivered telegraphed and confirmed to the Representative at: Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD, or, if sent to the Company, will be mailed mailed, delivered or delivered telegraphed and confirmed to it at 1000 N. West St., Suite 1200, Wilmington, Delaware 19801, 120 Hawthorne Avenue, Palo Alto, CA 94301, Attention: Chief Financial Officer with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Suite 1400, Palo Alto, CA 94301, c/o Hedosophia, Yalding House, 152 Great Portland Street, London W1W6AJ, United Kingdom, Attention: Gregg Noel; General Counsel; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed mailed, delivered or delivered telegraphed and confirmed to such Underwriter. View More

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of 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, directors or any controlling person, and will survive delivery of and p...ayment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect notwithstanding any termination of this Agreement. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. 24 12. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed mailed, delivered or delivered telegraphed and confirmed to the Representative at: Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD, or, if sent to the Company, will be mailed mailed, delivered or delivered telegraphed and confirmed to it at 1000 N. West St., Suite 1200, Wilmington, Delaware 19801, 1717 Pennsylvania Ave NW, #625, Washington, DC 20006, Attention: Chief Financial Officer with a copy to c/o Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, 300 South Grand Ave, Suite 1400, Palo Alto, 3400, Los Angeles, CA 94301, 90071, Attention: Gregg Noel; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed mailed, delivered or delivered telegraphed and confirmed to such Underwriter. View More