Common use of Representations and Indemnities to Survive Clause in Contracts

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution and other statements of the Company, the Manager or the officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, the Manager or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Operating Partnership or the officers of the Company or the ManagerOperating Partnership, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, the Manager Operating Partnership or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Operating Partnership or the officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Operating Partnership or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of each of the Company, the Manager Adviser and the Administrator or the its officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Adviser or the Administrator or any of the officers, directors, trustees, employees, agents, affiliates agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers and of the Underwriters several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement Agreement, will 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, Underwriter or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 10 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 7, 9 and 8 10 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Operating Partnership, the Selling Stockholders or the Company’s officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Operating Partnership or the Selling Stockholders or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Operating Partnership or the officers of the Company or the ManagerOperating Partnership, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, the Manager Operating Partnership or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Company or the officers Operating Partnership or any officer or representative of any of the Company or the Manager, Operating Partnership and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, Company or the Manager Operating Partnership or any of the their respective officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Operating Partnership or the any of their officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Underwriters or the Company, the Manager Operating Partnership or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 5(j), 7 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the their respective officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Company or any of the officers, directors, employees, agents, broker-dealer affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Section 5(i) (with respect to subclauses (vi) and (vii) only, except as otherwise provided in this Agreement), Sections 7 and 8 hereof and this Section 11 shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective ------------------------------------------- agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager Note Issuer or its officers, the Trust or its officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or of the Company, the Manager Note Issuer, the Trust or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesCertificates. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyIssuer, the Manager Guarantors or the any of their officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Underwriters or the Issuer, the Company, the Manager Guarantors or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the SecuritiesNotes. The provisions of Sections 5(k), 7 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, the Manager or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Section 6 and 7 hereof shall survive delivery of and payment for the Securities. The provisions of Sections 6 and 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of each of the Company, the Manager Adviser and the Administrator or the officers of the Company or the Managerits officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, or the Company, the Manager Adviser or the Administrator or any of the officers, directors, trustees, employees, agents, affiliates or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution and other statements of the Company, the Manager or the officers of the Company or the Managerits officers, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Selling Stockholder or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanySelling Stockholders, the Manager or the officers of the Company or the Manager, their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the CompanyQIU, the Manager Selling Stockholders or the Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 10 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 9 and 8 10 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager or the officers of the Company or the Manager, Selling Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Selling Shareholder or the Manager Company or any of the officers, directors, employees, agentsaffiliates, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Guarantors or the their officers of the Company or the Manager, and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Initial Purchasers or the Company, the Manager Guarantors or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Transaction Entities or the officers any officer or representative of any of the Company or the Manager, Transaction Entities and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Transaction Entities or any of the their respective officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, ------------------------------------------ representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager or the officers of the Company or the Manager, Selling Securityholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Selling Securityholder or the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 7, 8 and 8 14 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of each of the Company, and the Manager Adviser or the its officers of the Company or the Manager, and of the Underwriters Initial Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Initial Purchaser or the Manager Company or the Adviser or any of the officers, trustees, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers and of the Underwriters and the Forward Sellers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the CompanyForward Purchasers, the Manager Forward Sellers or the Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or Guarantors, the Company’s officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Underwriters or the Company, the Manager Guarantors or any of the affiliates, officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(k), 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, ------------------------------------------ representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager or the officers of the Company Subsidiary Guarantors or their officers, of the Manager, Parent and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, the Manager Parent or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 7(a) hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 7, 7(a) and 8 14 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, Company and the Manager Operating Partnership or the officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Operating Partnership or any of the officers, directorstrustees, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Managerits officers, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Selling Stockholder or the Company, the Manager Company or any of the officers, directors, employees, agents, controlled affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of each of the Company, the Manager Adviser and the Administrator or the its officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Adviser or the Administrator or any of the officers, directors, trustees, employees, agents, affiliates or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Issuer or the its officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Issuer or any of the officers, directors, employees, agents, affiliates within the meaning of Rule 405 under the Act or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or Operating Partnership and the Manager, as well as their respective officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Operating Partnership and the Manager or any of the officers, directors, employees, agentsaffiliates, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Subsidiary Guarantors or the their respective officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Company or any Subsidiary Guarantor or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 5(k), 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution and other statements of the Company, the Manager Guarantors or the their respective officers of the Company or the Manager, and of the Underwriters Initial Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Initial Purchaser or the Company, the Manager Guarantors or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of Holdings, the Company, the Manager Selling Stockholder or the officers of the Company or the Managertheir respective officers, if applicable, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Holdings, the Company, the Manager Selling Stockholder or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 12 hereof, and will survive delivery of and payment for the SecuritiesSynDECS. The provisions of Sections 7 11 and 8 12 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution agreements and other statements of the Company, the Manager or the officers of the Company or the Manager, Operating Partnership or its officers or partners and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Operating Partnership or the Manager Company or any of the officers, directors, trustees, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, its respective officers, the Manager or the officers of the Company or the Manager, Selling Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Selling Shareholder or the Manager Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Company or the officers of the Company Managing Member, of the Guarantor or the Manager, officers of the General Partner and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Guarantor or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution and other statements of the Company, the Manager Guarantors or the their respective officers of the Company or the Manager, and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Initial Purchaser or the Company, the Manager Guarantors or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Guarantors or the their respective officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager any Guarantor or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesSecurities and the related Guarantees. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or Selling Stockholder, Diageo, the officers of the Company or the Manager, Representatives and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Representative, Underwriter, the CompanySelling Stockholder, Diageo or the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Guarantors or the their respective officers of the Company or the Manager, and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any UnderwriterInitial Purchaser, the Company, the Manager Guarantors or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 6(g), 6(m), 7 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Managerits officers, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Selling Stockholder or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 7, 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Operating Partnership and the General Partner or the officers their officers, of the Company or the Manager, Selling Unitholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Selling Unitholder or the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Parent Guarantor and the Trust or the their respective officers of the Company or the Manager, trustees and of the Underwriters Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Purchaser, the Company, the Manager Parent Guarantor or the Trust or any of the their respective officers, directors, employees, agents, affiliates trustees or controlling persons referred to in Section 8 hereofpersons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Purchase Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager or the officers of the Company or Selling Stockholder, of the Manager, Parent and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Selling Stockholder or the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager Issuer or its officers, Group or its officers, Reserves or its officers, the officers of the Company Seller or the Managerits officers, and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or of the Company, the Manager Issuer, Group, Reserves, the Seller or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesBonds. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or Guarantors, the Company’s officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Underwriters, the QIU or the Company, the Manager Guarantors or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(k), 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, Operating Partnership and of the Underwriters set forth in or made pursuant to this Agreement will or made by or on behalf of the Company, the Operating Partnership or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, Company or the Manager Operating Partnership or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, Operating Partnership or its officers or partners and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any the Underwriter, the Company, Operating Partnership or the Manager Company or any of the officers, directors, trustees, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or Forward Sellers, the officers of the Company or the Manager, Forward Counterparties and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Forward Seller or Forward Counterparty or the Company, the Manager Company or any of the their respective officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of each of the Company, the Manager Adviser and the Administrator or the its officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, or the Company, the Manager Adviser or the Administrator or any of the officers, directors, trustees, employees, agents, affiliates or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Guarantors or the their respective officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Guarantors or any of the officers, directors, employees, agentsaffiliates, affiliates Selling Agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Managerits officers, of Citigroup or its officers, and of the Convertible Notes Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Convertible Notes Underwriter or the Company, the Manager Company or Citigroup or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of each of the Issuer, the Company, the Manager Guarantors or the their respective officers of the Company or the Manager, and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Initial Purchasers or the Issuer, the Company, the Manager any Guarantor or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers and of the Underwriters Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Purchaser or the Manager Company or any of the officerspartners, directors, officers, associates, affiliates, subsidiaries, employees, agentsconsultants, affiliates attorneys, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections Section 6 and 7 hereof and 8 hereof this Section 10 shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, Company and the Manager Operating Partnership or the Company’s officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, Company and the Manager Operating Partnership or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Company and each Guarantor or the their officers of the Company or the Manager, and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any UnderwriterInitial Purchaser, the Company, the Manager any Guarantor or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the SecuritiesSecurities and the Guarantees. The provisions of Sections 6 and 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers and of the Overseas Underwriters set forth in or made pursuant to this Overseas Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Overseas Underwriter or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Overseas Underwritten Securities and the Overseas Option Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Overseas Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Issuer or the officers of the Company or the Manager, their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Issuer or the Manager Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement; provided that the provisions of Section 7 shall not survive a termination pursuant to Section 9.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager or the officers of the Company or the ManagerSelling Stockholders, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Selling Stockholders or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 7, 8 and 8 12 through 19 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Subsidiary Guarantors or the their respective officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Company or any Subsidiary Guarantor or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective ------------------------------------------ agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers and of the Underwriters set forth in or made pursuant to this Agreement will shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 7 hereof, and will shall survive delivery of and payment for the SecuritiesStock. The covenants set forth in Section 4(c) and the provisions of Sections 6, 7 and 8 13 hereof and the provisions of this Section 10 shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Operating Partnership or the any of their officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Underwriters or the Company, the Manager Selling Stockholder, the Operating Partnership or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 5(k), 7 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, ------------------------------------------- representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Managerits officers, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Selling Stockholder or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and the last sentence of Section 9 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Partnership or the officers of the Company Intermediate Partnership or the Managertheir respective officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, Partnership or the Manager Intermediate Partnership or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyIssuer, the Manager Guarantors or the their respective officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, the Manager Issuer or any Guarantor or any of the officers, directors, employees, agentsaffiliates, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager or the officers of the Company or the Manager, Selling Stockholders and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Underwriter, the Company, Company or the Manager Selling Stockholders or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections Section 7 and 8 hereof and this Section 11 shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Guarantors or the its or their officers of the Company or the Manager, and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Initial Purchasers, the Company, the Manager Guarantors or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Subsidiary Guarantors, or the their respective officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any UnderwriterBEHALF OF ANY UNDERWRITER, the CompanyTHE QIU, the Manager or any of the officersOR THE COMPANY OR ANY OF THE OFFICERS, directorsDIRECTORS, employeesEMPLOYEES, agentsAGENTS, affiliates or controlling persons referred to in Section AFFILIATES OR CONTROLLING PERSONS REFERRED TO IN SECTION 8 hereofHEREOF, and will survive delivery of and payment for the SecuritiesAND WILL SURVIVE DELIVERY OF AND PAYMENT FOR THE SECURITIES. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its respective officers and of the Underwriters set forth in or made pursuant to this Agreement will shall survive delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Underwriter, the Company, the Manager Underwriters or any of the their respective officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the Securities. . The provisions of Sections 7 Section 3, Section 6, Section 9, Section 13, Section 15 and 8 hereof Section 16 shall survive the termination or cancellation of this Agreement. 10.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, Operating Partnership or its officers or partners and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Operating Partnership or the Manager Company or any of the officers, directors, trustees, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyIssuer or its officers, the Manager or the officers of the Company or the Manager, Selling Shareholder and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Selling Shareholder or the Manager Issuer or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, Operating Partnership and of the Underwriters set forth in or made pursuant to this Agreement will or made by or on behalf of the Company, the Operating Partnership or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, Company or the Manager Operating Partnership or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section Sections 8 and 9 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 7, 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers and of the Underwriters and Forward Sellers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Forward Seller, any Forward Counterparty or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and the representations and warranties set forth in Section 1 and the agreements contained in Sections 5(c), 5(d) and 8 will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers or directors and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates or controlling persons (as applicable) referred to in Section 8 6 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 1, 3(a)(xviii), 6, 9, 10, 11, 13, 14, 15, 16, 17,18, 19, 20, 21, and 8 22 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or Guarantors, the Company's officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriterthe Underwriters, the QIU or the Company, the Manager Guarantors or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager or the officers of each of the Company or the Manager, Selling Stockholders and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Selling Stockholders or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager or the officers of the Company or the Manager, Selling Unitholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Selling Unitholder or the Manager Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesUnits. The provisions of Sections Section 7 and Section 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager or the officers of the Company Selling Stockholder or the Manager, its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Selling Stockholder or the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers and of the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement will 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, Underwriter or the Company, the Manager Company or any of the officers, directors, employeesaffiliates, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Subsidiary Guarantors or the their respective officers of the Company or the Manager, and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Initial Purchasers or the Company, the Manager Subsidiary Guarantors or any of the their respective officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyRoyal Ahold, the Manager or the officers of the Company or the Manager, their officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Initial Purchasers or Royal Ahold or the Manager Company or any of the officers, directorsmembers of the Supervisory Board and the Corporate Executive Board (in the case of Royal Ahold), employees, agents, affiliates directors (in the case of the Company and the Initial Purchasers) or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Subsidiary Guarantors, or the their respective officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the CompanyQIU, or the Manager Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, its respective officers, the Manager or the officers of the Company or the Manager, Selling Shareholder and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Selling Shareholder or the Manager Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof and this Section 10 shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective ------------------------------------------ agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers each of the Company Companies or the Manager, their officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, Initial Purchasers or the Manager Companies or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesNotes. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Purchase Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company23 23 Company or its officers, the Manager Issuer or its officers, the Seller or its officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or of the Company, the Manager Issuer, the Seller or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the SecuritiesTransition Bonds. The provisions of Sections 7 and 8 6 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective ------------------------------------------- agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Managerits officers, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Selling Stockholder or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 hereof, and will survive the termination of this Underwriting Agreement and delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation cancelation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Managerits officers, of each Selling Stockholder and of the Underwriters Underwriter set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any the Underwriter, any Selling Stockholder or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Underwritten Securities. The provisions of Sections 5(b)(iv), 7 and 8 hereof shall survive the termination or cancellation cancelation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Managerits officers, of each Selling Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Selling Shareholder or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates Affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or its officers, of the Manager, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Companyany Selling Stockholder, the Manager or the Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyOfferors or its officers or trustees, as the Manager or the officers of the Company or the Managercase may be, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Offerors or any of the officers, directors, trustees, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Capital Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective ------------------------------------------ agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Managerits officers, of each Selling Shareholder and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Selling Shareholder or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 7, 8 and 8 this Section 11 hereof shall survive the termination or cancellation cancelation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers and of the Underwriters several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement Agreement, will 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, Underwriter or the Company, the Manager Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 ‎10 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 ‎7, ‎9 and 8 ‎10 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution agreements and other statements of the Company, the Manager or the officers of the Company or the Manager, Operating Partnership or its officers or partners and of the Underwriters Bear ▇▇▇▇▇▇▇ set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any UnderwriterBear ▇▇▇▇▇▇▇, the Company, Operating Partnership or the Manager Company or any of the officers, directors, trustees, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its respective officers and of the Underwriters set forth in or made pursuant to this Agreement will shall survive delivery of and payment for the Depositary Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Underwriter, the Company, the Manager Underwriters or any of the their respective officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 Section 3, Section 6, Section 9, Section 13, Section 15 and 8 hereof Section 16 shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, Operating Partnership and of the Underwriters set forth in or made pursuant to this Agreement will or made by or on behalf of the Company, the Operating Partnership or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, Company or the Manager Operating Partnership or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 7, 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager Issuer or the its managers or officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or of the Company, the Manager Issuer or any of the officers, directors, employees, agents, affiliates managers or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the SecuritiesSecuritization Bonds. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this AgreementUnderwriting Agreement and the complete or partial judicial invalidation of the Statute.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager Subsidiary Guarantors or the their respective officers of the Company or the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, Underwriter or the Company, the Manager Subsidiary Guarantors or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the CompanyCompany or its officers, the Manager or the officers of the Company Selling Stockholder or the Managerits authorized persons, and of the Underwriters Underwriter, set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any the Underwriter, the Selling Stockholder or the Company, the Manager or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution indemnities and other statements of the Company, the Manager or the officers of the Company or the Manager, its officers and ​ of the Underwriters and the Forward Sellers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the CompanyForward Purchasers, the Manager Forward Sellers or the Company or any of the officers, directors, employees, agents, affiliates agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 8 and 8 9 hereof shall survive the termination or cancellation of this Agreement.