Common use of Survival of Certain Representations and Obligations Clause in Contracts

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company or its officers Advanta and of the several Underwriters Underwriters, as 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, investigation (or any statement as to the results thereof, ) made by or on behalf of any Underwriter or any controlling person of any Underwriter, any Selling Stockholder, or the Company or any of their respective representativesAdvanta, officers or directors or any officer or director or controlling personperson of the Company or Advanta, and will shall survive delivery of and payment for the Offered SecuritiesNotes. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities Notes by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 10, and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters pursuant to Section 7 8 shall remain in effect, and if any Offered Securities Notes have been purchased hereunder hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities 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) or (v) of Section 6(c)9, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters through the Representatives for all out-of-pocket expenses (approved in writing by the Representatives, including fees fees, expenses and disbursements of counsel) , reasonably incurred by them the Underwriters in connection with making preparations for the offering purchase, sale and delivery of the Offered SecuritiesNotes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company or its officers Advanta and of the several Underwriters Underwriters, as 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, investigation (or any statement as to the results thereof, ) made by or on behalf of any Underwriter or any controlling person of any Underwriter, any Selling Stockholder, or the Company or any of their respective representativesAdvanta, officers or directors or any officer or director or controlling personperson of the Company or Advanta, and will shall survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 10, and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters pursuant to Section 7 8 shall remain in effect, and if any Offered Securities have been purchased hereunder hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities 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) or (v) of Section 6(c)9, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters through the Representative for all out-of-pocket expenses (approved in writing by the Representative, including fees fees, expenses and disbursements of counsel) , reasonably incurred by them the Underwriters in connection with making preparations for the offering purchase, sale and delivery of the Offered Securities, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersShareholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling StockholderShareholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Shareholder shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling StockholdersShareholder, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders Shareholder will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, representations and warranties and other statements of the Selling Stockholders, agreements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive the issuance and delivery of the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Underwriters, the officers, directors or affiliates of the Underwriters, any Selling Stockholder, person who controls the Company or any Underwriters within the meaning of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase 15 of the Offered Securities Act or Section 20 of the Exchange Act, or by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations on behalf of the Company, the Selling Stockholdersofficers who have signed the Registration Statement, directors of the Company, or any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, (ii) acceptance of the Shares and the Underwriters pursuant to Section 7 shall remain in effect, payment for them hereunder and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect(iii) termination of this Agreement. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason the Shares are not delivered by or on behalf of the Company as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c7), the Company and the Selling Stockholders will, jointly and severally, agrees to reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it has agreed to pay pursuant to Section 3(p) hereof. The Company also agrees to reimburse the Underwriters and its officers, directors and each person, if any, who controls the Underwriters within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any and all reasonable fees and expenses (including without limitation the reasonable fees and expenses of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights under this Agreement (including without limitation its rights under Section 5).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, Stockholder or of the Company Company, or its officers their respective officers, and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and consummated solely because of the Selling Stockholders shall remain responsible for the expenses Stockholder’s failure to be paid or reimbursed by them perform its obligations pursuant to Section 5 3 of this Agreement or because the conditions specified in Sections 7(e), 7(h), 7(i) (with respect to the lock-up agreement of the Selling Stockholder) or 7(j) of this Agreement have not been satisfied (each, a “Selling Stockholder Default”), the Selling Stockholder will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, the Selling Stockholders, Stockholder and the Underwriters pursuant to Section 7 8 hereof shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 hereof or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)a Selling Stockholder Default, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters and Managers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderUnderwriter or Manager, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 8 7 herein or if for any reason the purchase of the Offered Securities by the Underwriters or Managers under the Terms Agreement is not consummated, the Company and the Selling Stockholders Underwriters (and Managers) shall remain responsible for the expenses to be paid or reimbursed by each of them pursuant to Section 5 4 herein, and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters and the Managers pursuant to Section 7 6 herein shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters and the Managers 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) or (v) of Section 6(c)7, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters and the Managers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany and the Parent Guarantor, of the Company or its and their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any termination of this Agreement, any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company Parent Guarantor or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered SecuritiesCertificates. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities Certificates by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 10 hereof (other than any reimbursement of out-of-pocket expenses (including reasonable fees and disbursements of counsel) of the Underwriters) and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters pursuant to Section 7 6 hereof shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If this Agreement shall be terminated by the purchase Underwriters, or any of them, because of any failure or refusal on the part of the Offered Securities by Company or the Underwriters is not consummated Parent Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of this Agreement pursuant to Section 8 Company or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)Parent Guarantor shall be unable to perform its obligations under this Agreement, the Company and the Selling Stockholders willParent Guarantor, jointly and severally, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by them such Underwriters in connection with this Agreement or the offering of the Offered Securitiescontemplated hereunder.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany and the Parent Guarantor, of the Company or its and their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any termination of this Agreement, any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company Parent Guarantor or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered SecuritiesClass C Certificates. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities Class C Certificates by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 10 hereof (other than any reimbursement of out-of-pocket expenses (including reasonable fees and disbursements of counsel) of the Underwriters) and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters pursuant to Section 7 6 hereof shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If this Agreement shall be terminated by the purchase Underwriters, or any of them, because of any failure or refusal on the part of the Offered Securities by Company or the Underwriters is not consummated Parent Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of this Agreement pursuant to Section 8 Company or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)Parent Guarantor shall be unable to perform its obligations under this Agreement, the Company and the Selling Stockholders willParent Guarantor, jointly and severally, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by them such Underwriters in connection with this Agreement or the offering of the Offered Securitiescontemplated hereunder.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the several Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company Manager or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company Manager or any of their respective representatives, officers officers, trustees or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)9 hereof, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect; provided, however, that if the purchase of the Offered Securities by the Underwriters is not consummated as a result of the occurrence or happening of an event described in clauses 7(c)(iii), (iv), (vi), (vii) or (viii) hereof, the Company and the Underwriters shall each agree to pay for 50% of such out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholders, of the Company or its Stockholder and their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company Selling Stockholder or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Stockholder shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Stockholder and the Underwriters pursuant to Section 7 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (vviii) of Section 6(c7(c), the Company and the Selling Stockholders will, jointly and severally, Stockholder will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersStockholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Stockholder shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling StockholdersStockholder, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders Stockholder will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersMembers Equity Parties, of the Company Issuer Trustee or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Members Equity Parties, the Company Issuer Trustee or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesNotes. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities Notes by the Underwriters is not consummated, each of the Company Members Equity Parties, jointly and the Selling Stockholders severally, shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the CompanyMembers Equity Parties, the Selling Stockholders, Issuer Trustee and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities Notes have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities 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 (vvi) of Section 6(c6(b), the Company and the Selling Stockholders willMembers Equity Parties, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesNotes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of Company and the Company Subsidiary Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderPurchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 7 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 4 and the respective obligations of the Company, the Selling Stockholders, Subsidiary Guarantors and the Underwriters Purchasers pursuant to Section 7 6 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 4 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 7 or as a result of the failure of the condition in Section 5(b) in connection with the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi), or (vvii) of Section 6(c5(b), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersSecurityholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling StockholderSecurityholder, the Company or any of their respective representatives, officers or directors or any controlling person, or any partners, members, employees, selling agents or affiliates of the Underwriters and will survive delivery of and payment for the Offered Securities. If this Agreement is shall be terminated pursuant by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to Section 8 comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the purchase of the Offered Securities by the Underwriters is not consummatedCompany shall be unable to perform its obligations under this Agreement, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, the Selling Securityholder and the Underwriters pursuant to Section 10 hereof shall remain in effect. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Selling Securityholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Selling Securityholder shall be unable to perform their obligations under this Agreement, the Selling Securityholder will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, the Selling Securityholder and the Underwriters pursuant to Section 10 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 hereof and all obligations under Section 6 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Individual Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, any Individual Selling Stockholders, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company Company, the Selling Stockholders and the Individual Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, the Individual Selling Stockholders and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (ivv), (vi) or (vvii) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated because of the termination of this Agreement because of the occurrence of any event specified in clause (iii), (v), (vi) or (vii) of Section 6(c), the Company will reimburse the Underwriters for 50% of the cost of the private airplane fees paid by the Underwriters pursuant to Section 5(a)(iii).

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company or its officers Hovnanian and of the several Underwriters set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or directors of any Selling StockholderUnderwriter, any person controlling any Underwriter, the Company or any of their respective representativesHovnanian, the officers or directors of the Company or Hovnanian or any person controlling personthe Company or Hovnanian, and will survive delivery (ii) acceptance of and payment for the Offered SecuritiesSecurities hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase Securities are not delivered by or on behalf of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii7(c)(iii), (iv) (only to the extent there is a material suspension or material limitation of trading of securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange), (v), (vi) or (v) of Section 6(cvii), the Company and the Selling Stockholders willHovnanian, jointly and severally, agree to reimburse the several Underwriters for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company and Hovnanian, jointly and severally, shall be liable for all expenses which they have agreed to pay pursuant to Section 5(i) hereof. The Company and Hovnanian, jointly and severally, also agree to reimburse the several Underwriters, their directors and officers and any persons controlling any of the Underwriters for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights hereunder (including, without limitation, their rights under Section 8 hereof).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling StockholderStockholders, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters pursuant to Section 7 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii), (viii) or (vix) of Section 6(c7(c), the Company and the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all only actual out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersShareholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderShareholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Shareholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling StockholdersShareholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason (other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersSecurityholders, of the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, any the Selling StockholderSecurityholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters Underwriter is not consummated, the Company and the Selling Stockholders Securityholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 4 and the respective obligations of the Company, the Selling Stockholders, Securityholders and the Underwriters Underwriter pursuant to Section 7 6 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Underwriter is not consummated for as a result of a failure by the Company to fulfill any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified conditions precedent contained in clause (iiiSections 5(b), (ivc)(i), (c)(ii), (c)(v), and (h) or (v) of Section 6(c), a failure by the Company and to fulfill its obligations under this Agreement for any other reason, then the Selling Stockholders will, jointly and severally, Company shall reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated as a result of a failure by the Selling Stockholders to fulfill any of the conditions precedent contained in Sections 5(i) and 5(j) or a refusal by the Selling Stockholders to consummate the sale of the Offered Securities for any other reason, then the Selling Stockholders shall reimburse the Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Stockholders and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersStockholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling Stockholder, the Company or any of their respective representativesRepresentatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Stockholder shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling StockholdersStockholder, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c6(d), the Company and the Selling Stockholders Stockholder will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling StockholdersShareholder or any of their respective officers, of on the Company or its officers one hand, and of the several Underwriters International Underwriters, on the other hand, set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any International Underwriter, any Selling Stockholderthe Company, the Company Selling Shareholder or any of their respective representatives, officers or directors or any controlling personperson with respect to any International Underwriter and the Company and any controlling person with respect to the Selling Shareholder, and will survive delivery of and payment for the Offered SecuritiesShares. If this Agreement is terminated pursuant to Section 8 10 or if for any reason the purchase of the Offered Securities Shares by the International Underwriters is not consummated, the Company Selling Shareholder and the Selling Stockholders Company shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 7 and the respective obligations of the Company, the Selling Stockholders, Shareholder and the International Underwriters pursuant to Section 7 9 shall remain in effect, effect and if any Offered Securities Shares have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 6 and Section 7 shall also remain in effect. If the purchase of the Offered Securities Shares by the International Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 10 or the occurrence of any event specified in clause (ii), (iii), (iv), (v) or (vvi) of Section 6(c8(b), the Company and the Selling Stockholders will, jointly and severally, Shareholder will reimburse the International Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesShares.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company NCM LLC or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company NCM LLC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders NCM LLC shall remain jointly and severally responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, NCM LLC and the Underwriters pursuant to Section 7 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 6(c7(c), the Company and the Selling Stockholders will, NCM LLC will jointly and severally, severally reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderStockholders, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Stockholders and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company or its Closing Date Guarantors, the Merger Date Guarantors and their respective officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderInitial Purchaser, the Company Company, the Closing Date Guarantors, the Merger Date Guarantors or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers 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) or (v) of Section 6(c)9 hereof, the Company and the Selling Stockholders will, jointly and severally, Guarantors will reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, each Closing Date Guarantor, each Merger Date Guarantor and the Initial Purchasers pursuant to Section 8 hereof shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling StockholdersStockholder and Starwood, of the Company or its and their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Company, the Selling Stockholder, the Company Starwood, or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling StockholdersStockholder, Starwood and the Underwriters pursuant to Section 7 shall remain in effect, effect and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) ), or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its managing directors or officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers officers, directors or managing directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesNotes. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities Notes by the Underwriters is not consummatedconsummated pursuant to Section 5, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 Sections 3(c) and 4 and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters pursuant to Section 7 6 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 7 or the occurrence of any event specified in clause (iii), (iv) (other than with respect to the securities of the Company), (v), (vi) or (vvii) of Section 6(c5(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesNotes. If the purchase of the Notes by the Underwriters is not consummated because of the termination of this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) (other than with respect to the securities of the Company), (v), (vi) or (vii) of Section 5(c), the Company shall not be responsible for the expenses of the Underwriters.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersStockholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Stockholder shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling StockholdersStockholder, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders Stockholder will, jointly and severally, reimburse the Underwriters for all out-out- of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholders, of the Company Stockholder or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company Selling Stockholder or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered any Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for because any reason condition to the obligation of the Underwriters set forth in Section 7 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any agreement herein or comply with any provision hereof other than solely because by reason of a default by any of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)Underwriters, the Company and the Selling Stockholders will, jointly and severally, Stockholder will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 hereof shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersShareholder, of CVS, of the Company or its their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling StockholderShareholder, CVS, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company Company, CVS and the Selling Stockholders Shareholder shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 (except as to any defaulting underwriter) and the respective obligations of the Company, CVS, the Selling StockholdersShareholder, and the Underwriters pursuant to Section 7 shall remain in effect, but shall not inure to the benefit of any defaulting Underwriter, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effecteffect but shall not inure to the benefit of any defaulting Underwriter. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iiiii), (iviii) or (viv) of Section 6(c), the Company Company, CVS and the Selling Stockholders Shareholder will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company Issuers or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, any Selling Stockholderits affiliates, the Company Issuers or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Selling Stockholders Issuers shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Issuers and the Underwriters Purchasers pursuant to Section 7 shall remain in effect, effect and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect; provided, that if this Agreement is terminated pursuant to Section 8 hereof, the Issuers shall not be obligated to reimburse any defaulting Purchaser on account of any expenses that otherwise would have been reimbursed hereunder. If the purchase of the Offered Securities by the Underwriters Purchasers 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), (vi) or (vvii) of Section 6(c6(b), the Company and the Selling Stockholders will, jointly and severally, Issuers will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company Transaction Entities or its respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company Transaction Entities or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Transaction Entities and the Underwriters pursuant to Section 7 and the obligations of the Transaction Entities pursuant to Section 9 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers officers, the Selling Stockholders and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersSecurityholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderSecurityholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Securityholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Securityholders and the Underwriters pursuant to Section 7 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 6(c7(c), the Company and the Selling Stockholders Securityholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, indemnities agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iiiii), (iviii) or (viv) of Section 6(c), the Company and the Selling Stockholders willshall, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all substantiated out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement and of the officers of the Parent set forth in the officers' certificate delivered pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is the obligations of the Underwriters with respect to any offering of Securities are terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c6(d), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all substantiated out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany[, of the Company Subsidiary Guarantors] or its [its] [their respective] officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company[, the Company Subsidiary Guarantors] or any of their [its] [their] respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company [and the Selling Stockholders Subsidiary Guarantors] shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company[, the Selling Stockholders, Subsidiary Guarantors] and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities 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), (vi), (vii) or (vviii) of Section 6(c), the Company [and the Selling Stockholders will, jointly and severally, Subsidiary Guarantors] will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of Hovnanian and the several Underwriters Purchasers set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive delivery of and payment for the Offered Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the officers or directors of any Purchaser, any Selling Stockholderperson controlling any Purchaser, the Company, the officers or directors of the Company or any of their respective representativesperson controlling the Company, officers or directors or any controlling person, and will survive delivery (ii) acceptance of and payment for the Offered SecuritiesSecurities hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase Offered Securities are not delivered by or on behalf of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii7(b)(iii), (iv) (only to the extent there is a material suspension or material limitation of trading of securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange), (v), (vi) or (v) of Section 6(cvii), the Company and the Selling Stockholders will, jointly and severally, agrees to reimburse the Underwriters several Purchasers for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses that it has agreed to pay pursuant to Section 5(g) hereof. The Company also agrees to reimburse the several Purchasers, their directors and officers and any persons controlling any of the Purchasers for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights hereunder (including, without limitation, their rights under Section 8 hereof).

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, representations and warranties and other statements agreements of the Company, the Selling Stockholders, of Stockholders and the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive the delivery of the Shares to be sold by the Selling Stockholders pursuant hereto, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the officers, directors or affiliates of the Underwriter, any person who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, or by or on behalf of the Company or the Selling Stockholders, the officers who have signed the Registration Statement, directors of the Company or any Selling Stockholder, or any person who controls the Company or any Selling Stockholder within the meaning of their respective representativesSection 15 of the Act or Section 20 of the Exchange Act, officers or directors or any controlling person, and will survive delivery (ii) acceptance of the Shares and payment for the Offered Securitiesthem hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase Shares are not delivered by or on behalf of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c10), the Company and the Selling Stockholders willStockholders, jointly and severally, agree to reimburse the Underwriters Underwriter for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company and the Selling Stockholders, jointly and severally, shall be liable for all expenses which they have agreed to pay pursuant to Section 7 hereof. The Company and the Selling Stockholders, jointly and severally, also agree to reimburse the Underwriter and its officers, directors and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any and all reasonable fees and expenses (including without limitation the reasonable fees and expenses of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights under this Agreement (including without limitation its rights under Section 8).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Firm Securities by or the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Optional Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 hereof, or due to the occurrence of any event specified in clause (iiidescribed under Sections 7(c)(iii), (ivv), (vi) or (vvii) of Section 6(c)hereof, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for for, with respect to the failure to consummate the purchase of the Firm Securities and any Optional Securities give written election to purchase upon the First Closing Date, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Firm Securities and such Optional Securities, or with respect to the failure to consummate any other purchases of Optional Securities, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them after the most recent Closing Date in connection with the Offering of such Optional Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered SecuritiesSecurities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersStockholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling Stockholder, the Company or any of their respective representativesRepresentatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Stockholder shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Stockholder and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 6(c), the Company and the Selling Stockholders Stockholder will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its managing directors or officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of this Agreement Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or managing directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 3 and Section 5 and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 6(c), the Company and shall not be responsible for the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesUnderwriters.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder 45 the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of Hydro-Québec and the Selling Stockholders, of the Company or its officers Guarantor and their representatives and of the several Underwriters each Underwriter set forth in or made pursuant to this Agreement will shall remain in full force and effect, effect regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, Hydro-Québec or the Company or any of their respective representatives, officers or directors Guarantor or any controlling person, and will survive delivery of and payment for the Offered Designated Securities. If this any Terms Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Designated Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Hydro-Québec shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 6 and the respective obligations of Hydro-Québec and the Company, the Selling Stockholders, Guarantor and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase sale of none of the Offered Designated Securities by provided for in a Terms Agreement is consummated because any condition to the Underwriters Underwriters’ obligations hereunder is not consummated for any reason other than solely satisfied or because of any refusal, inability or failure on the termination part of this Agreement pursuant to Section 8 Hydro-Québec or the occurrence of Guarantor to perform any event specified in clause (iii)agreement herein or therein or comply with any provision hereof or thereof, (iv) or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, Hydro-Québec will reimburse the Underwriters upon demand for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably that shall have been incurred by them in connection with the offering Underwriters directly related to the proposed purchase and sale of the Offered Designated Securities, the Underwriters agreeing to pay such fees and disbursements of counsel for the Underwriters in any other event.

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company or its officers Hovnanian and of the several Underwriters set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or directors of any Selling StockholderUnderwriter, any person controlling any Underwriter, the Company or any of their respective representativesHovnanian, the officers or directors of the Company or Hovnanian or any person controlling personthe Company or Hovnanian, and will survive delivery (ii) acceptance of and payment for the Offered SecuritiesSecurities hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase Securities are not delivered by or on behalf of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 8 7(c)(iii), (iv) (only to the extent there is a material suspension or material limitation of trading of securities generally on the occurrence New York Stock Exchange or any setting of any event specified in clause minimum prices for trading on such exchange), (iiiv), (iv) or (v) of Section 6(cvii)), the Company and the Selling Stockholders willHovnanian, jointly and severally, agree to reimburse the several Underwriters for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company and Hovnanian, jointly and severally, shall be liable for all expenses which they have agreed to pay pursuant to Section 5(i) hereof. The Company and Hovnanian, jointly and severally, also agree to reimburse the several Underwriters, their directors and officers and any persons controlling any of the Underwriters for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights hereunder (including, without limitation, their rights under Section 8 hereof).

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or directors of any Selling StockholderUnderwriter, any person controlling any Underwriter, the Company, the officers or directors of the Company or any of their respective representativesperson controlling the Company, officers or directors or any controlling person, and will survive delivery (ii) acceptance of and payment for the Offered SecuritiesSecurities hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase Securities are not delivered by or on behalf of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii7(c)(iii), (iv) (only to the extent there is a material suspension or material limitation of trading of securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange), (v), (vi) or (v) of Section 6(cvii)), the Company and the Selling Stockholders will, jointly and severally, agrees to reimburse the several Underwriters for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses that it has agreed to pay pursuant to Section 5(i) hereof. The Company also agrees to reimburse the several Underwriters, their directors and officers and any persons controlling any of the Underwriters for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights hereunder (including, without limitation, their rights under Section 8 hereof).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company CPE LLC or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company CPE LLC or any of their respective representatives, officers or directors or any controlling person, and and, subject to all applicable statute of limitations, will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason (a) 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), (vi), (vii) or (vviii) of Section 6(c)7(c) of this Agreement or (b) because of the termination of this Agreement pursuant to Section 9 hereof, the Company and the Selling Stockholders will, CPE LLC will jointly and severally, severally reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesSecurities other than out-of-pocket expenses separately agreed between the Company and the Representatives that will not be reimbursable, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (v) or (vvi) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated because of the termination of this Agreement because of the occurrence of any event specified in clause (iii), (iv), (v) or (vi) of Section 6(c), the Company will reimburse the Underwriters for 50% of the cost of the private airplane fees paid by the Underwriters pursuant to Section 5(a)(iii).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its each Originator and their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement hereto will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters or any Underwriter, any Selling Stockholder, the Company Originator or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesClass A Certificates. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities Class A Certificates by the Underwriters is not consummated, the Company and the Selling Stockholders Originators shall remain responsible for the expenses to be paid or reimbursed by them the Originators pursuant to Section 5 3 hereof and the respective obligations of the Company, the Selling Stockholders, Originators and the Underwriters pursuant to Section 7 4 hereof shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities Class A Certificates by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 of the Underwriting Agreement or the occurrence of any event specified in clause clauses (iii), (iv) or (v) of Section 6(c)) of the Underwriting Agreement, the Company and the Selling Stockholders will, jointly and severally, Originators will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesClass A Certificates. If the purchase of the Class A Certificates by the Underwriters is not consummated solely because of Section 8 of the Underwriting Agreement or the occurrence of any event specified in clauses (iii), (iv) or (v) of Section 6(c) of the Underwriting Agreement, the Originators shall have no such reimbursement obligation.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iiiii), (iviii) or (viv) of Section 6(c6(d), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company UCAR Carbon, UCAR International or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company UCAR Carbon, UCAR International or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company Company, UCAR Carbon and the Selling Stockholders UCAR International shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling StockholdersUCAR Carbon, UCAR International and the Underwriters pursuant to Section 7 and the 22 23 obligations of the Company, UCAR Carbon and UCAR International pursuant to Section 9 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company Company, UCAR Carbon and the Selling Stockholders UCAR International will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Firm Securities by or the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Optional Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 hereof or due to the occurrence of any event specified in clause (iiidescribed under Sections 7(c)(iii), (iv), (vi), (vii) or (vviii) of Section 6(c)hereof, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for for, with respect to the failure to consummate the purchase of the Firm Securities and any Optional Securities the Representatives give written notice of election to purchase upon the First Closing Date, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Firm Securities and such Optional Securities, or with respect to the failure to consummate any other purchase of Optional Securities, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them after the most recent Closing Date in connection with the offering of such Optional Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered SecuritiesSecurities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company Guarantor or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company Guarantor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Guarantor shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Guarantor and the Underwriters Purchasers pursuant to Section 7 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)9 hereof, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersShareholders, of the Company Company, CPE Resources or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderShareholder, the Company Company, CPE Resources or any of their respective representatives, officers or directors or any controlling person, and and, subject to all applicable statute of limitations, will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason (a) 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), (vi), (vii) or (vviii) of Section 6(c)7(c) of this Agreement or (b) because of the termination of this Agreement pursuant to Section 9 hereof, the Company and the Selling Stockholders will, Shareholders will jointly and severally, severally reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them the Underwriters in connection with the offering of the Offered SecuritiesSecurities in accordance with the terms of the Registration Rights Agreement (other than out-of-pocket expenses separately agreed between the Company, the Selling Shareholders and the Representatives that will not be reimbursable), and the respective obligations of the Company, the Selling Shareholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersStockholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Stockholder shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling StockholdersStockholder, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 6(c6(d), the Company and the Selling Stockholders Stockholder will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersStockholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Stockholder shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling StockholdersStockholder, and the Underwriters pursuant to Section 7 9 and the obligations of the Company, the Selling Stockholder pursuant to Section 10 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 6(c7(f), the Company and the Selling Stockholders Stockholder will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersStockholders or their officers (if applicable), of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Stockholders and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect; provided, however, that the obligations of the Company in Sections 5 and 7 shall not affect any rights of the Company against any defaulting Underwriter. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iiiii), (iviii) or (viv) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersUnitholder, of the Company Dynagas Parties, or its their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling StockholderUnitholder, the Company Dynagas Parties or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesUnits. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities Units by the Underwriters is not consummatedconsummated for any reason other than (a) any event specified in clause (iii), (vi), (vii) or (viii) of Section 7(c) of this Agreement, or (b) because of the termination of this Agreement pursuant to Section 9 hereof, the Company Dynagas Parties and the Selling Stockholders shall remain responsible Unitholder will, jointly and severally, reimburse the Underwriters for the all reasonable out-of-pocket expenses to be paid or reimbursed (including reasonable fees and disbursements of counsel) reasonably incurred by them pursuant to Section 5 in connection with the offering of the Offered Units, and the respective obligations of the CompanyDynagas Parties, the Selling Stockholders, Unitholder and the Underwriters pursuant to Section 7 8 hereof and the obligations of the Dynagas Parties, the Selling Stockholder pursuant to Section 10 shall remain in effect. In addition, and if any Offered Securities Units have been purchased hereunder hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities 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) or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company Mediacom Companies or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderQIU Indemnified Party, the Company Mediacom Companies or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Mediacom Companies shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Mediacom Companies and the Underwriters pursuant to Section 7 and the obligations of the Mediacom Companies pursuant to Section 9 shall remain in effect, and if any Offered Securities have been purchased hereunder hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities 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), (iv) or (v) of Section 6(c6(d), the Company and the Selling Stockholders will, jointly and severally, Mediacom Companies will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersAMS Parties, of the Company Issuer Trustee or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe AMS Parties, the Company Issuer Trustee or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesUS$ Bonds. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities US$ Bonds by the Underwriters is not consummated, the Company AMS Parties, jointly and the Selling Stockholders severally, shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the CompanyAMS Parties, the Selling Stockholders, Issuer Trustee and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities US$ Bonds have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities US$ 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) or (v) of Section 6(c6(b), the Company and the Selling Stockholders willAMS Parties, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesUS$ Bonds.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of Company and the Company or its Parent Guarantor and their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any termination of this Agreement, any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company Parent Guarantor or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered SecuritiesCertificates. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities Certificates by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 10 hereof (other than any reimbursement of out-of-pocket expenses (including reasonable fees and disbursements of counsel) of the Underwriters) and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters pursuant to Section 7 6 hereof shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If this Agreement shall be terminated by the purchase Underwriters, or any of them, because of any failure or refusal on the part of the Offered Securities by Company or the Underwriters is not consummated Parent Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of this Agreement pursuant to Section 8 Company or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)Parent Guarantor shall be unable to perform its obligations under this Agreement, the Company and the Selling Stockholders willParent Guarantor, jointly and severally, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by them such Underwriters in connection with this Agreement or the offering of the Offered Securitiescontemplated hereunder.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersIssuer, of the Company Subsidiary Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderPurchaser, the Company Issuer, the Subsidiary Guarantors or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Issuer and the Selling Stockholders Subsidiary Guarantors shall remain responsible for the expenses to be paid or reimbursed by either of them pursuant to Section 5 and the respective obligations of the CompanyIssuer, the Selling Stockholders, Subsidiary Guarantors and the Underwriters Purchasers pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers 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 (iiiC), (ivD) or (vE) of Section 6(c6(b)(ii), the Company and Issuer or the Selling Stockholders will, jointly and severally, Subsidiary Guarantors will reimburse the Underwriters Purchaser for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the several Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers officers, partners, members, managers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 6(c), the Company and the Selling Stockholders will, will jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, the Guarantor (in the case of the Company Guaranteed Securities) or its their officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of this Agreement Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company Guarantor (in the case of Guaranteed Securities) or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered Purchased Securities. If this Agreement is the obligations of the Underwriters with respect to any offering of Offered Securities are terminated pursuant to Section 8 7 or if for any reason the purchase of the Offered Purchased Securities by the Underwriters under a Terms Agreement is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it and, in the case of Guaranteed Securities, the Guarantor pursuant to Section 5 4 and the respective obligations of the Company, the Selling Stockholders, Guarantor (in the case of Guaranteed Securities) and the Underwriters pursuant to Section 7 6 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If for any reason the purchase of the Offered Purchased Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this the Terms Agreement pursuant to Section 8 7 or a failure to satisfy the occurrence of any event specified conditions set forth in clause (iii), (iv) or (v) of Section 6(c5(c), the Company and the Selling Stockholders will, jointly and severally, shall reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersStockholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Stockholder and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counselcounsel to the Underwriters) reasonably incurred by them in connection with the offering of the Offered Securities; provided, however, that if the purchase of the Offered Securities by the Underwriters is not consummated as a result of any action by the Selling Stockholder, the Selling Stockholder will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel to the Underwriters) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersStockholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Stockholder shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling StockholdersStockholder, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (ii), (iii), (iv), (v) or (vvi) of Section 6(c7(c), the Company and the Selling Stockholders Stockholder will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 6 and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters and the obligations of the Company pursuant to Section 7 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 6 shall also remain in effect. If effect if the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (iiiB), (ivC), (D) or (vE) of Section 6(c6(iii), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company Company, NCM LLC or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company Company, NCM LLC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders NCM LLC shall remain jointly and severally responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, the Company, NCM LLC and the Underwriters pursuant to Section 7 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 6(c7(c), the Company and the Selling Stockholders will, NCM LLC will jointly and severally, severally reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination default of this Agreement pursuant the Underwriter in its obligation to Section 8 purchase the Offered Securities hereunder on either the First or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)Optional Closing Date, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, the Selling Stockholders and the Underwriter pursuant to Section 8 hereof shall remain in effect. If the purchase of the Offered Securities by the Underwriter is not consummated solely because of any failure, refusal or inability of any of the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, such Selling Stockholder will reimburse the Company for the out-of-pocket expenses of the Underwriter (including fees and disbursements of counsel) that the Company reimburses the Underwriter pursuant to the immediately preceding sentence. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersStockholder, of the Trust, the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any the Selling Stockholder, the Company Company, the Trust or any of their respective representativesUnderwriters, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Stockholder shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 6 and the respective obligations of the Company, the Selling StockholdersStockholder, the Trust and the Underwriters pursuant to Section 7 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 6 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c7(c), the Company Selling Stockholder will reimburse the Underwriters for all out-of-pocket expenses 49 -49- (including fees and disbursements of counsel to the Underwriters) reasonably incurred by them in connection with the offering of the Securities; provided, however, that if the purchase of the Offered Securities by the Underwriters is not consummated as a result of any action by the Selling Stockholders willStockholder, jointly and severally, the Selling Stockholder will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counselcounsel to the Underwriters) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters Underwriter is not consummatedconsummated for any reason other than solely because of the termination of this Agreement due to the occurrence of any event described under Sections 7(c) (iii), (v), (vi) or (vii) hereof, the Company will reimburse the Underwriter for, with respect to the failure to consummate the purchase of the Offered Securities on written election to purchase upon the First Closing Date, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel, subject to the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed limitations set forth in Section 5(h) hereof) reasonably incurred by them pursuant in connection with the offering of the Offered Securities, or with respect to the failure to consummate any other purchases of Optional Securities on written election to purchase such Optional Securities, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel, subject to the limitations set forth in Section 5 5(h) hereof) reasonably incurred by them after the most recent Closing Date in connection with the Offering of such Optional Securities, and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters Underwriter pursuant to Section 7 8 hereof shall remain in effect. In addition, and if any Offered Securities have been purchased hereunder hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities 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) or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of Company and the Company Subsidiary Guarantors or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Subsidiary Guarantors and the Underwriters pursuant to Section 7 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or as a result of the failure of the condition in Section 7(iii) in connection with the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi) or (vvii) of Section 6(c7(iii), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersIssuer, of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of this Agreement Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Issuer, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase sale of the Offered Securities by provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not consummatedsatisfied or because of any refusal, inability or failure on the part of the Company and/or the Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably that shall have been incurred by them in connection with the offering proposed purchase and sale of the Offered Securities. If the sale of the Offered Securities provided for herein is not consummated because a default by an Underwriter under Section 7 hereof, the Underwriters will reimburse the Company in proportion to their respective commitments under the Terms Agreement for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the Company in connection with the proposed purchase and sale of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, representations and warranties and other statements agreements of the Selling StockholdersCompany, of the Company or its officers Guarantors and of the several Underwriters set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive the issuance and delivery of the Notes, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Underwriters, the officers, directors or affiliates of the Underwriters, any Selling Stockholderperson who controls the Underwriters within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, or by or on behalf of the Company, any Guarantor, the officers who sign the Registration Statement or directors of the Company or any of their respective representativesGuarantor, officers or directors or any controlling personperson who controls the Company or any Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and will survive delivery (ii) acceptance of the Notes and payment for the Offered Securitiesthem hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase Notes are not delivered by or on behalf of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c7), the Company and the Selling Stockholders willeach Guarantor agree, jointly and severally, to reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company and the Guarantors shall be liable for all expenses which they have agreed to pay pursuant to Section 3(o) hereof. The Company and each Guarantor also agree, jointly and severally, to reimburse the Underwriters and its officers, directors and each person, if any, who controls the Underwriters within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any and all reasonable fees and expenses (including without limitation the reasonable fees and expenses of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights under this Agreement (including without limitation its rights under Section 5).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany or its officers, of the Company or its officers Controlling Person, of the Selling Shareholder and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company Controlling Person, the Selling Shareholder or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)9 hereof, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket the expenses paid on behalf of the Company (including and the Selling Shareholder, as applicable) pursuant to Subsection 5(a)(viii) and 50% of the documented legal fees and disbursements of counsel) reasonably U.S. and PRC counsel to the Underwriters actually incurred by them in connection with the offering of the Offered Securities; provided that the Representative shall use their commercially reasonable efforts to negotiate an incomplete deal discount (also known as a “busted deal discount”). For the avoidance of doubt, the Company shall not be responsible for any expenses or reimbursements to the Representative or any Underwriters other than the expenses paid on behalf of the Company (and the Selling Shareholder, as applicable) pursuant to Section 5(a)(viii), if the transactions contemplated by this Agreement are consummated pursuant to the terms and conditions hereunder. The respective obligations of the Company, the Selling Shareholder and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 hereof and all obligations under Section 5 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company Domestic Guarantors and the Non-Swiss Foreign Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderPurchaser, the Company Company, the Domestic Guarantors and the Non-Swiss Foreign Guarantors or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 5(h) and the respective obligations of the Company, the Selling Stockholders, Domestic Guarantors and the Underwriters Non-Swiss Foreign Guarantors and the Purchasers pursuant to Section 7 shall remain in effect, and provided, however, if any Offered Securities have been purchased hereunder the representations and warranties Company does not enter into the New Senior Credit Facility as specified in Section 2 and all obligations under 6(h), the Company shall not be responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 shall also remain in effect5(h). If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than (x) solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 6(c6(b), or (y) the Company does not enter into the New Senior Credit Facility as specified in Section 6(h), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, Shareholders of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderShareholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Shareholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Shareholders and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), 6(d) the Company and the Selling Stockholders Shareholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iiiii), (iviii) or (viv) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. If the Company is required to make any payments to the Underwriters under this Section 9 because of any Selling Stockholder's refusal, inability or failure to satisfy any condition to the obligations of the Underwriters set forth in Section 6 hereof, such defaulting Selling Stockholder, pro rata in proportion to the percentage of Offered Securities to be sold by each, shall reimburse the Company on demand for all amounts so paid.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the 29 respective obligations of the Company, the Selling Stockholders, Stockholders and the Underwriters pursuant to Section 7 and the obligations of the Company pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or other than solely because of the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c6(e), the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersIssuer, MergerCo and the Guarantors or any of the Company or its their officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterInitial Purchaser, the Issuer, any Selling Stockholder, the Company Guarantor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section Sections 8 or 10, or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, the Company Issuer and the Selling Stockholders Guarantors shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the CompanyIssuer and the Guarantors and the Initial Purchasers pursuant to Section 7 shall remain in effect; if any Offered Securities have been purchased hereunder, the Selling Stockholders, Issuer and the Underwriters Guarantors shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Issuer and the Guarantors and the Initial Purchasers pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all other obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers 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 Section 6(b)(ii) (iii), (iv) whether pursuant to Section 10 or (v) of Section 6(cotherwise), the Company Issuer and the Selling Stockholders will, jointly and severally, Guarantors will reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or pursuant to the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 6(c), the Company and the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, the Manager or their respective officers, of the Company each Selling Shareholder or its respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company, the Manager, any Selling Stockholder, the Company Shareholder or any of their respective representatives, officers officers, trustees or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)11 hereof, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesSecurities with the exception of the termination of this Agreement pursuant to the failure of the Selling Shareholders to perform their obligations under Sections 9(j), 9(k) and 9(l), in which case the Selling Shareholders, jointly and severally, will reimburse the Underwriters for all such out-of-pocket expenses, and furthermore the respective obligations of the Company, each Selling Shareholder and the Underwriters pursuant to Section 10 hereof shall remain in effect; provided, however, that if the purchase of the Offered Securities by the Underwriters is not consummated as a result of the occurrence or happening of an event described in Section 9(c)(iii), (iv), (vi), (vii) or (viii), such termination shall be without liability of any party to the other except as provided in Section 6(h) hereof. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Sections 2 and 3 and all obligations under Sections 6 and 8 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters and the Forward Seller set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Underwriters, the Company Company, the Forward Purchaser, the Forward Seller or any of their respective representatives, officers or directors trustees or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Company and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason 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) or (v) of Section 6(c), the Company will reimburse the Underwriters, the Forward Purchaser and the Selling Stockholders will, jointly and severally, reimburse the Underwriters Forward Seller for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Survival of Certain Representations and Obligations. The Subject to the last sentence of this Section, the respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCDRJ, of the Company each Issuer, each Guarantor or its their officers and of the several Underwriters Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, any Selling StockholderCDRJ, the Company Issuer, Guarantor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Issuers and the Selling Stockholders Guarantors shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Issuers and Guarantors and the Underwriters Purchasers pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers 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), (ivSection 6(b) or the failure of the Senior Secured Credit Facilities to close on or prior to the Closing Date (v) unless such failure of Section 6(cthe Senior Secured Credit Facilities to close results from the fault of the Company), the Company Issuers and the Selling Stockholders will, jointly and severally, Guarantors will reimburse the Underwriters Purchasers for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. The Purchasers agree that from and after the Closing Date and the consummation of the Reorganization, CDRJ and its officers, directors and shareholders shall not have any liability to the Purchasers pursuant to this Agreement or otherwise resulting from or in connection with the transactions contemplated hereby; provided that, with respect to the officers, directors and shareholders of CDRJ, the foregoing limitation shall apply solely in their capacity as officers, directors or shareholders of CDRJ.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of Company and the Company or its Guarantor and their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any termination of this Agreement, any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe Company, the Company Guarantor or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or Without limiting the immediately following sentence, if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 10 hereof (other than any reimbursement of out-of-pocket expenses of the Underwriters) and the respective obligations of the Company, the Selling Stockholders, Guarantor and the Underwriters pursuant to Section 7 6 hereof shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If this Agreement shall be terminated by the purchase Underwriters, or any of them, because of any failure or refusal on the part of the Offered Securities by Company or the Underwriters is not consummated Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of this Agreement pursuant to Section 8 Company or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)Guarantor shall be unable to perform its obligations under this Agreement, the Company and the Selling Stockholders willGuarantor, jointly and severally, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by them such Underwriters in connection with this Agreement or the offering of the Offered Securitiescontemplated hereunder.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersAMS Parties, of the Company Issuer Trustee or its their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholderthe AMS Parties, the Company Issuer Trustee or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesClass A Bonds. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities Class A Bonds by the Underwriters is not consummated, the Company AMS Parties, jointly and the Selling Stockholders severally, shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the CompanyAMS Parties, the Selling Stockholders, Issuer Trustee and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities Class A Bonds have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities Class A 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) or (v) of Section 6(c6(b), the Company and the Selling Stockholders willAMS Parties, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesClass A Bonds.

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, representations and warranties and other statements agreements of the Selling StockholdersCompany, of the Company or its officers Underwriters and of the several Underwriters QIU set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive the issuance and delivery of the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Underwriters or the QIU, the officers, directors or affiliates of the Underwriters or the QIU, any Selling Stockholder, person who controls the Company Underwriters or any the QIU within the meaning of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase 15 of the Offered Securities Act or Section 20 of the Exchange Act, or by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations on behalf of the Company, the Selling Stockholdersofficers who have signed the Registration Statement, directors of the Company, or any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, (ii) acceptance of the Securities and the Underwriters pursuant to Section 7 shall remain in effect, payment for them hereunder and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect(iii) termination of this Agreement. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason the Securities are not delivered by or on behalf of the Company as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c7), the Company and the Selling Stockholders will, jointly and severally, agrees to reimburse the Underwriters and the QIU for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it has agreed to pay pursuant to Section 3(p) hereof. The Company also agrees to reimburse each of the Underwriters, the QIU and their respective officers, directors and each person, if any, who controls any Underwriter or the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any and all reasonable fees and expenses (including without limitation the reasonable fees and expenses of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights under this Agreement (including without limitation its rights under Section 5).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c)9 hereof, the Company and the Selling Stockholders will, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect; provided, however that, if such failure to consummate shall take place after the First Closing Date with respect to any Optional Securities, such reimbursement with respect to such Optional Securities will be limited to the reasonable out-of-pocket expenses incurred after the First Closing Date solely with respect to such Optional Securities. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several U.S. Underwriters and the several Managers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any U.S. Underwriter, any Selling StockholderManager, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered U.S. Securities and the International Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered U.S. Securities or the International Securities by the U.S. Underwriters or the Managers is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, U.S. Underwriters and the Underwriters Managers pursuant to Section 7 and the obligations of the Company pursuant to Section 9 shall remain in effect, effect and if any Offered U.S. Securities or any International Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered U.S. Securities or the International Securities by the U.S. Underwriters or Managers, respectively, 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 (iiiC), (ivD) or (vE) of Section 6(c6(c)(ii), the Company and the Selling Stockholders will, jointly and severally, will reimburse the U.S. Underwriters or the Managers, as applicable, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered U.S. Securities and the International Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderPurchaser, the Company Company, the Guarantors or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummatedconsummated (except as otherwise provided in this Section 10), the Company Company, the Guarantors and the Selling Stockholders Purchasers shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, Guarantors and the Underwriters Purchasers pursuant to Section 7 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because (a) as a result of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iiii), (ivii) or (v) of Section 6(c7(b), (b) the Company for any reason fails to tender the Offered Securities for delivery to the Purchasers or (c) the Purchasers decline to purchase the Offered Securities because a condition to closing is not satisfied, the Company and the Selling Stockholders will, jointly and severally, Guarantors will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company Republic or its officers officials and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of this Agreement Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company Republic or any of their respective representatives, officers officers, officials or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Republic shall remain responsible for the expenses to be paid or reimbursed by them it pursuant to Section 5 4 (as it may be modified by the applicable Terms Agreement) and the respective obligations of the Company, the Selling Stockholders, Republic and the Underwriters pursuant to Section 7 shall remain in effect. Except as agreed in the Terms Agreement, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this the Terms Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iiiA), (ivB) or (vC) of Section 6(c6(i), the Company and the Selling Stockholders will, jointly and severally, Republic will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to them at their address furnished to the Republic in writing for the purpose of communications hereunder or, if sent to the Republic, will be mailed, delivered or telegraphed and confirmed to it at the Republic of Panama, Director of Public Credit, Dirección de Crédito Público, Ministerio de Planificación y Política Economica, ▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (facsimile).

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, warranties and other statements of the Selling StockholdersCompany, of the Company or its officers Hovnanian and of the several Underwriters set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or directors of any Selling StockholderUnderwriter, any person controlling any Underwriter, the Company or any of their respective representativesHovnanian, the officers or directors of the Company or Hovnanian or any person controlling personthe Company or Hovnanian, and will survive delivery (ii) acceptance of and payment for the Offered SecuritiesSecurities hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase Securities are not delivered by or on behalf of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 8 6(c)(iii), (iv) (only to the extent there is a material suspension or material limitation of trading of securities generally on the occurrence New York Stock Exchange or any setting of any event specified in clause minimum prices for trading on such exchange), (iiiv), (iv) or (v) of Section 6(cvii), the Company and the Selling Stockholders willHovnanian, jointly and severally, agree to reimburse the several Underwriters for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company and Hovnanian, jointly and severally, shall be liable for all expenses which they have agreed to pay pursuant to Section 5(h) hereof. The Company and Hovnanian, jointly and severally, also agree to reimburse the several Underwriters, their directors and officers and any persons controlling any of the Underwriters for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights hereunder (including, without limitation, their rights under Section 7 hereof).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling StockholdersSecurityholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of this Agreement Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling StockholderSecurityholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 8 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders Securityholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 4 and the respective obligations of the Company, the Selling Stockholders, Securityholders and the Underwriters pursuant to Section 7 6 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this the Terms Agreement pursuant to Section 8 7 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 6(c5(c), the Company and the Selling Stockholders Securityholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.