Survival of Certain Representations and Obligations Clause Example with 232 Variations from Business Contracts
This page contains Survival of Certain Representations and Obligations 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.
Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers 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 or directors or any controlling person, and will survive delivery of and payment fo...r 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 reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.View More
Variations of a "Survival of Certain Representations and Obligations" Clause from Business Contracts
Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Issuers, the Guarantors or its their respective officers and of the several Underwriters Purchaser 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 Purchaser, the Issuers, the Guarantors or any of their respective representatives, of...ficers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. Except as set forth in the next sentence, if for any reason the purchase of the Offered Securities by the Purchaser is not consummated, the Issuers and the Guarantors shall not have any obligation to reimburse the Purchaser. If the purchase of the Offered Securities by the Underwriters Purchaser is not consummated for any reason other than solely because of the termination occurrence of this Agreement pursuant to any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 9 hereof, 7(a), the Company Issuers and the Guarantors will reimburse the Underwriters Purchaser for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. Securities. View More
Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholder, of the Company or its officers 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 Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controllin...g 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 and the Selling Stockholder will, jointly and severally, reimburse the Underwriters for all reasonable and documented out-of-pocket expenses (including reasonable fees and disbursements of counsel) one firm of counsel, one firm of gaming regulatory counsel and one firm of local counsel in each applicable jurisdiction) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company Company, the Selling Stockholder and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, 21 11. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representatives, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: IBCM-Legal, or, if sent to the Company, will be mailed or delivered and confirmed to it at 5475 S. Decatur Blvd., Suite 100, Las Vegas NV, 89118, Attention: General Counsel; provided, however, that any Offered Securities have been purchased hereunder, notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter at the representations and warranties address specified in Section 2 and all obligations under Section 5 shall also remain in effect. Schedule C hereto. View More
Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Securityholder, the Company or its officers 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 Selling Securityholder, the Company or any of their respective representatives, officers or directors or any control...ling person, or any partners, members, employees, selling agents or affiliates of the Underwriters and will survive delivery of and payment for the Offered Securities. If this Agreement shall be terminated by the purchase Underwriters, or any of them, because of any failure or refusal on the part of the Offered Securities by Company to comply with the Underwriters is not consummated terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of Company shall be unable to perform its obligations under this Agreement pursuant to Section 9 hereof, Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company Company, the Selling Securityholder and the Underwriters pursuant to Section 8 10 hereof shall remain in effect. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Selling Securityholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Selling Securityholder shall be unable to perform their obligations under this Agreement, the Selling Securityholder will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves 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, and the respective obligations of the Company, the Selling Securityholder and the Underwriters pursuant to Section 10 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 hereof and all obligations under Section 5 6 hereof shall also remain in effect. 20 13. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or faxed and confirmed to Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036 or, if sent to the Company, will be mailed, delivered or faxed and confirmed to it at 650 S. Exeter Street, Baltimore, Maryland 21202, Attention: General Counsel, or, if sent to any Selling Securityholder, will be mailed, delivered or faxed and confirmed to the Selling Securityholder at the address or facsimile number set forth in Schedule E hereto; provided, however, that any notice to an Underwriter pursuant to Section 10 hereof will be mailed, delivered or faxed 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 and the Operating Partnership or its any of their respective officers 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 Underwriters, the Company, the Operating Partnership or any of their respective re...presentatives, officers or directors trustees or any controlling person, and will survive delivery of and payment for the Offered Securities. Notes. If for any reason the purchase of the Offered Securities Notes by the Underwriters is not consummated consummated, the Company and the Operating Partnership shall remain responsible for any reason other than solely because of the termination of this Agreement expenses to be paid or reimbursed by it pursuant to Section 9 hereof, 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 the Offered Securities, 5 and the respective obligations of the Company Company, the Operating Partnership and the Underwriters pursuant to Section 8 hereof 7 shall remain in effect. In addition, effect, and if any Offered Securities Notes have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason, other than solely because of the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Operating Partnership will reimburse the Underwriters for all out-of-pocket expenses reasonably incurred by them in connection with the offering of the Notes, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges. View More
Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholder, of the Company or its officers 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 Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controllin...g 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 and the Selling Stockholder will, jointly and severally, reimburse the Underwriters for all reasonable and documented out-of-pocket expenses (including reasonable fees and disbursements of counsel) one firm of counsel, one firm of gaming regulatory counsel and one firm of local counsel in each applicable jurisdiction) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company Company, the Selling Stockholder and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, 20 11. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Underwriters, c/o Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10036 and Jefferies LLC, 520 Madison Avenue, 11th Floor, New York, NY 10022, Attn: General Counsel; provided, however, that any Offered Securities have been purchased hereunder, notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter at the representations and warranties address specified in Section 2 and all obligations under Section 5 shall also remain in effect. Schedule C hereto. View More
Survival of Certain Representations and Obligations. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company Issuers, the Guarantors or its their respective officers and of the several Underwriters Purchasers 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, Purchaser, the Company Issuers, the Guarantors or any of their respectiv...e representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Issuers and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Issuers, the Guarantors and the Purchasers pursuant to Section 8 shall remain in effect. If the purchase of the Offered Securities by the Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, or the Company occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 7(d), the Issuers and the Guarantors will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. Securities. View More
Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers Issuers, the Guarantors, and their respective officers, and of the several Underwriters Purchasers 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 Purchaser, any Issuer or Guarantor, or any of their respective repres...entatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Issuers and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Issuers, the Guarantors, and the Purchasers pursuant to Section 8 shall remain in effect. If the purchase of the Offered Securities by the Purchasers is not consummated for any reason other than solely because of the termination of this Agreement 19 pursuant to Section 9 hereof, or the Company occurrence of any event specified in clause (iv), (vi), (vii) or (viii) of Section 7(c), the Issuers and the Guarantors will reimburse the Underwriters Purchasers for all reasonable and documented out-of-pocket expenses (including reasonable reasonable, documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. Securities. View More
Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers Issuers, the Guarantors, and their respective officers, and of the several Underwriters Purchasers 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 Purchaser, any Issuer or Guarantor, or any of their respective repres...entatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Issuers and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Issuers, the Guarantors, and the Purchasers pursuant to Section 8 shall remain in effect. If the purchase of the Offered Securities by the Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, or the Company occurrence of any event specified in clause (iv), (vi), (vii) or (viii) of Section 7(f), the Issuers and the Guarantors will reimburse the Underwriters Purchasers for all reasonable and documented out-of-pocket expenses (including reasonable reasonable, documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. Securities. View More
Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers Issuers, the Guarantors, and their respective officers, and of the several Underwriters Purchasers 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 Purchaser, any Issuer or Guarantor, or any of their respective repres...entatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Issuers and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Issuers, the Guarantors, and the Purchasers pursuant to Section 8 shall remain in effect. If the purchase of the Offered Securities by the Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, or the Company occurrence of any event specified in clause (iv), (vi), (vii) or (viii) of Section 7(c), the Issuers and the Guarantors will reimburse the Underwriters Purchasers for all reasonable and documented out-of-pocket expenses (including reasonable reasonable, documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. Securities. View More
Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Manager 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 Manager, the Company or any of their respective representatives, officers officers, trust managers or directors or any controlling perso...n, and will survive delivery of and payment for the Offered Securities. Shares. 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 reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities Shares have been purchased sold hereunder, the representations and warranties in Section 2 and all obligations under Section 5 4 shall also remain in effect. The provisions of any Terms Agreement executed and delivered prior to the termination of this Agreement shall survive the termination of this Agreement, subject to the provisions of Section 8(d). View More
