Survival of Indemnities Representations Warranties Etc Contract Clauses (354)
Grouped Into 9 Collections of Similar Clauses From Business Contracts
This page contains Survival of Indemnities Representations Warranties Etc clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreeme...nt, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company Company, the Selling 33 Stockholders and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholders, the Company or any person controlling any of them and shall survive delivery of and payment... for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, 8, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment ...for the Stock. Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, 5, the indemnities, covenants, agreements, representations, warranties payment, reimbursement, indemnity, contribution and other statements forth advancement agreements contained in Sections 2, 5, 7 9, 10, and 9 11, respectively, and Sections 11 through 21, inclusive, of the Company's covenants, representations, and warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times. The indemnity and contribution provisions contained in Section 9 and the covenants, warranties and representations of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Placement Agent, any person who controls any Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or any affiliate of any Placement Agent, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Shares. Notwithstanding any termination of this... Agreement, including without limitation any termination pursuant to Section 8 or Section 10, 8, the indemnities, covenants, agreements, representations, warranties indemnity and other statements forth contribution and reimbursement agreements contained in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreeme...nt, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company Company, and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of thi...s Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 31 14. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, Selling stockholders and the Underwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any the Underwriter, the Selling stockholders, the Company or any person controlling any of them and shall survive delivery of an...d payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, 8, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 30 14. Recognition of the U.S. Special Resolution Regimes (a) In the event that the Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, Selling stockholders and the Underwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any the Underwriter, the Selling stockholders, the Company or any person controlling any of them and shall survive delivery of an...d payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, 8, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 29 14. Recognition of the U.S. Special Resolution Regimes (a) In the event that the Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling ...person of the Company, and shall survive delivery of and payment for the Notes. 20 10. Termination. If this Agreement shall be terminated pursuant to Section 8 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (v) or (vi) of Section 6(b), 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 Notes.View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling ...person of the Company, and shall survive delivery of and payment for the Notes. 20 Bonds. 23 10. Termination. If this Agreement shall be terminated pursuant to Section 8 or if for any reason the purchase of the Notes Bonds by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes Bonds by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (v) or (vi) of Section 6(b), 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 Notes. Bonds. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling ...person of the Company, and shall survive delivery of and payment for the Notes. 20 10. 18 11. Termination. If this Agreement shall be terminated pursuant to Section 8 9 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 6 and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (iii), (iii) (other than any suspension of trading specific to the Company's securities), (iv), (v) or (vi) of Section 6(b), 7(b), 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 Notes. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters, the Company or any person controlling any of them and shall survive delivery of and payment for the Notes. Notwithstanding any termination of this Agreement, the... indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times. 26 12. Notices. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, facsimile transmission, overnight courier or email to B. Riley FBR, Inc., 299 Park Avenue, 7th Floor, New York, New York 10171, Attention: Syndicate Department, with a copy to Duane Morris LLP Attn: James T. Seery, 1540 Broadway, New York, New York 10036. (b) if to the Company, shall be delivered or sent by mail, facsimile transmission, overnight courier or email to B. Riley Financial, Inc., Facsimile: (818) 746-9921, Attention: Chief Financial Officer, 21255 Burbank Blvd Suite 400, Woodland Hills, CA 91367, with a copy to The NBD Group, Inc., Attn: Sara Terheggen, 350 N. Glendale Avenue. Suite B522, Los Angeles, California 91206.View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters, the Company or any person controlling any of them and shall survive delivery of and payment for the Notes. Notwithstanding any termination of this Agreement, the... indemnity and contribution agreements contained in Section 8 and the covenants, representations, warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times. 26 23 12. Notices. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, facsimile transmission, overnight courier or email to B. Riley FBR, Inc., 299 Park Avenue, 7th 21st Floor, New York, New York 10171, Attention: Syndicate Department, with a copy to Duane Morris LLP Attn: James T. Seery, 1540 Broadway, New York, New York 10036. (b) if to the Company, shall be delivered or sent by mail, facsimile transmission, overnight courier or email to B. Riley Financial, Inc., Facsimile: (818) 746-9921, Attention: Chief Financial Officer, 21255 Burbank Blvd Suite 400, Woodland Hills, CA 91367, with a copy to The NBD Group, Inc., Attn: Sara Terheggen, 350 N. Glendale Avenue. Suite B522, Los Angeles, California 91206. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Underwriter, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreement, inclu...ding without limitation any termination pursuant to Section 8, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and Sections 9 through 20, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 27 13. NOTICES. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriter, shall be delivered or sent by mail, telex, facsimile transmission or email to Cowen and Company, LLC, Attention: Head of Equity Capital Markets, Fax: 646-562-1249 with a copy to the General Counsel, Fax: 646-562-1124; and (b) if to the Company shall be delivered or sent by mail, telex, facsimile transmission or email to 39300 Civic Center Drive, Suite 160, Fremont, California 94538, Attention: Jason Hart, email jhart@identiv.com. provided, however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Underwriter, which address will be supplied to any other party hereto by the Underwriter upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Underwriter, several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Public Units. Notwithstanding ...any termination of this Agreement, including without limitation any termination pursuant to Section 8, 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements set forth in Sections 2, 5, 7 and 9 and Sections 9 11 through 20, 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 27 13. 29 14. NOTICES. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriter, Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to Cowen and Company, LLC, Attention: Head of Equity Capital Markets, Fax: 646-562-1249 with a copy to the General Counsel, Fax: 646-562-1124; and (b) if to the Company shall be delivered or sent by mail, telex, facsimile transmission or email to 39300 Civic Center VectoIQ Acquisition Corp., 1354 Flagler Drive, Suite 160, Fremont, California 94538, Mamaroneck, New York 10543 Attention: Jason Hart, Stephen Girsky, Chief Executive Officer, email jhart@identiv.com. sgirsky@vectoiq.com; provided, however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex notice to the Underwriter, Representative, which address will be supplied to any other party hereto by the Underwriter Representative upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Underwriter, several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any terminatio...n of this Agreement, including without limitation any termination pursuant to Section 8, 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 9 11 through 20, 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 27 13. 14. NOTICES. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriter, Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to Cowen and Company, LLC, Attention: Head of Equity Capital Markets, Fax: 646-562-1249 (646) 562-1124 with a copy to the General Counsel, Fax: 646-562-1124; (646) 562-1861; and (b) if to the Company shall be delivered or sent by mail, telex, facsimile transmission or email to 39300 Civic Center Drive, Suite 160, Fremont, California 94538, Dynavax Technologies Corporation Attention: Jason Hart, email jhart@identiv.com. General Counsel, Fax: (510) 848-1376; provided, however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Underwriter, Representative, which address will be supplied to any other party hereto by the Underwriter Representative upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreeme...nt, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 24 14. NOTICES. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to (i) Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel, Fax: +1 (646) 291-1469; (ii) Evercore Group L.L.C., 55 East 52nd Street, New York, NY 10055, Attention: Equity Capital Markets, Fax: + 1 (212) 857-3101; and (iii) Cantor Fitzgerald & Co., 499 Park Avenue, New York, NY 10022, (A) Attention: General Counsel and (B) Equity Capital Markets, Fax: + 1 (212) 829-4708; and (b) if to the Company shall be delivered or sent by mail, telex, facsimile transmission or email to CymaBay Therapeutics, Inc., 7999 Gateway Blvd., Suite 130, Newark, California 94560 Attention: Sujal Shah, Fax: + 1 (510) 293-9090, email sshah@cymabay.com; provided, however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Representatives, which address will be supplied to any other party hereto by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreeme...nt, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 24 26 14. NOTICES. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to (i) Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel, Fax: +1 (646) 291-1469; Leerink Partners LLC, One Federal Plaza, Floor 37, Boston, Massachusetts 02110, attention of Stuart Nayman, Esq. and (ii) Evercore Group L.L.C., 55 East 52nd Street, New York, NY New York 10055, Attention: attention Equity Capital Markets, Fax: + 1 (212) 857-3101; and (iii) Cantor Fitzgerald & Co., 499 Park Avenue, New York, NY 10022, (A) Attention: General Counsel and (B) Equity Capital Markets, Fax: + 1 (212) 829-4708; and (b) if to the Company shall be delivered or sent by mail, telex, facsimile transmission or email to CymaBay Therapeutics, Inc., 7999 Gateway Blvd., Suite 130, Newark, California 94560 Attention: Sujal Shah, Fax: + 1 (510) 293-9090, email sshah@cymabay.com; provided, however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Representatives, which address will be supplied to any other party hereto by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Selling Stockholders and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholders, the Company or any person controlling any of them and shall survive delivery of and payment for the... Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 36 14. Notices. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to Cowen and Company, LLC, Attention: Head of Equity Capital Markets, Fax: 646-562-1249 with a copy to the General Counsel, Fax: 646-562-1124 and to Canaccord Genuity LLC, 99 High Street, 12th Floor, Boston, Massachusetts 02110, to the attention of U.S. ECM and General Counsel; (b) if to the Company, shall be delivered or sent by mail, telex, facsimile transmission or email to Greenlane Holdings, Inc., Attention: Douglas Fischer, General Counsel, 1095 Broken Sound Parkway, Suite 300, Boca Raton, FL 33487 or dfischer@gnln.com; and (c) if to any Selling Stockholders, shall be delivered or sent by mail, telex, facsimile transmission or email to the Attorneys-in-fact or such Selling Stockholder at the address set forth on Schedule B hereto; provided, however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Representatives, which address will be supplied to any other party hereto by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Selling Stockholders stockholders and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholders, stockholders, the Company or any person controlling any of them and shall survive deli...very of and payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 36 -32- 14. Notices. NOTICES. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to Cowen and Company, LLC, B. Riley FBR, Inc., Attention: Head of Equity Capital Markets, Fax: 646-562-1249 310-966-1448 with a copy to the General Counsel, Fax: 646-562-1124 and to Canaccord Genuity LLC, 99 High Street, 12th Floor, Boston, Massachusetts 02110, to the attention of U.S. ECM and General Counsel; 310-966-1448; (b) if to the Company, shall be delivered or sent by mail, telex, facsimile transmission or email to Greenlane Holdings, Limelight Networks, Inc., Attention: Douglas Fischer, General Counsel, 1095 Broken Sound Parkway, Suite 300, Boca Raton, FL 33487 or dfischer@gnln.com; and Chief Financial Officer. (c) if to any Selling Stockholders, stockholders, shall be delivered or sent by mail, telex, facsimile transmission or email to the Attorneys-in-fact or such Selling Stockholder stockholder at the address set forth on Schedule B hereto; provided, however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Representatives, Representative, which address will be supplied to any other party hereto by the Representatives Representative upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreeme...nt, including without limitation any termination pursuant to Section 8, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 10 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 29 14. NOTICES. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, telex, or facsimile transmission to Wells Fargo Securities, LLC, 375 Park Avenue, 4th Floor, New York, New York 10152 Attention: Equity Syndicate Department (fax no: (212) 214-5918, with a copy (which shall not constitute notice hereunder) to Goodwin Procter LLP, The New York Times Building, 620 Eighth Avenue, New York, New York 10018, Attention: Michael D. Maline, Fax: 212-355-3333; and (b) if to the Company, shall be delivered or sent by mail, telex, or facsimile transmission to Sunesis Pharmaceuticals, Inc., 395 Oyster Point Boulevard, Suite 400, South San Francisco, California 94080, Attention: Chief Executive Officer, Fax: 650-266-3505, with a copy (which shall not constitute notice hereunder) to Cooley LLP, 3175 Hanover Street, Palo Alto, California 94304, Attention: John McKenna, Fax: 650-849-7400; Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, Cowen, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Cowen, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination o...f this Agreement, including without limitation any termination pursuant to Section 8, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 10 through 21, 19, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 29 14. 27 13. NOTICES. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, Cowen, shall be delivered or sent by mail, telex, or facsimile transmission to Wells Fargo Securities, Cowen and Company, LLC, 375 Park Avenue, 4th Floor, 1221 Avenue of the Americas, New York, New York 10152 10020, Attention: Head of Equity Syndicate Department (fax no: (212) 214-5918, Capital Markets, Fax: 646-562-1249 with a copy to the General Counsel, Fax: 646-562-1861, with a copy (which shall not constitute notice hereunder) to Goodwin Procter LLP, The New York Times Building, 620 Eighth Avenue, New York, New York 10018, Attention: Michael D. Maline, Fax: 212-355-3333; and (b) if to the Company, shall be delivered or sent by mail, telex, or facsimile transmission to Sunesis Pharmaceuticals, Inc., 395 Oyster Point Boulevard, Suite 400, South San Francisco, California 94080, Attention: Chief Executive Financial Officer, Fax: 650-266-3505, with a copy (which shall not constitute notice hereunder) to Cooley LLP, 3175 Hanover Street, Palo Alto, California 94304, Attention: John McKenna, Mehdi Khodadad, Fax: 650-849-7400; Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreement, including without l...imitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 34 14. NOTICES. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Representatives, on behalf of the Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General Counsel, facsimile number (646) 619-4437, and to SVB Leerink LLC, 1301 Avenue of the Americas, 12th Floor, New York, New York 10019, Attention: Stuart R. Nayman, facsimile number (646) 499-7051, with a copy to Cooley LLP, 55 Hudson Yards, New York, New York 10001, Attention: Daniel I. Goldberg and Joshua A. Kaufman, Fax: (212) 479-6275; and (b) if to the Company shall be delivered or sent by mail or email to c/o Aldeyra Therapeutics, Inc., 131 Hartwell Avenue, Suite 320, Lexington, Massachusetts 02421 Attention: Chief Financial Officer, email jreed@aldeyra.com, with a copy (that shall not constitute notice) to Keith J. Scherer, c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, One Marina Park Drive, Suite 900, Boston, Massachusetts 02210, Fax: 617-648-9199, email: kscherer@gunder.com. provided, however, that any notice to an Underwriter pursuant to Section 8 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Underwriter, which address will be supplied to any other party hereto by the Underwriters upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.View More
Survival of Indemnities Representations Warranties Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreement, including without l...imitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times. 34 32 14. NOTICES. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Representatives, Representative, on behalf of the Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to Jefferies LLC, 520 Madison Cantor Fitzgerald & Co., 499 Park Avenue, New York, New York 10022, 10022 (fax no. : (212) 829-4708); Attention: General Counsel, facsimile number (646) 619-4437, and to SVB Leerink LLC, 1301 Avenue of the Americas, 12th Floor, New York, New York 10019, Attention: Stuart R. Nayman, facsimile number (646) 499-7051, with a copy to Cooley LLP, 55 Hudson Yards, 1114 Avenue of the Americas, New York, New York 10001, NY 10036, Attention: Daniel I. Goldberg and Joshua A. Kaufman, Goldberg, Fax: (212) 479-6275; and (b) if to the Company shall be delivered or sent by mail or email to c/o Aldeyra Therapeutics, Inc., 131 Hartwell Avenue, Suite 320, Lexington, Massachusetts MA 02421 Attention: Chief Financial Officer, email jreed@aldeyra.com, stulipano@aldeyra.com, with a copy (that shall not constitute notice) to Keith J. Scherer, c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, One Marina Park Drive, Suite 900, Boston, Massachusetts MA 02210, Fax: 617-648-9199, email: kscherer@gunder.com. provided, however, that any notice to an Underwriter pursuant to Section 8 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Underwriter, which address will be supplied to any other party hereto by the Underwriters upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. View More
