Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.
Appears in 19 contracts
Samples: Indenture (James River Coal CO), Exchange Agreement (Healthsouth Corp), Exchange Agreement (Omnicare Inc)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.
Appears in 18 contracts
Samples: Exchange Agreement (Biora Therapeutics, Inc.), Convertible Notes Exchange Agreement (Biora Therapeutics, Inc.), Repurchase Agreement (ServiceNow, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closinghereof, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, Holder and all such covenants, representations and warranties shall survive the Closing.
Appears in 10 contracts
Samples: Exchange Agreement (Mycotopia Therapies, Inc.), Exchange Agreement (Ehave, Inc.), Exchange Agreement (Bantec, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.:
Appears in 6 contracts
Samples: Exchange Agreement (Dick's Sporting Goods, Inc.), Exchange Agreement (Dick's Sporting Goods, Inc.), Exchange Agreement (Dick's Sporting Goods, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as followsfollows and, and except as otherwise stated herein, makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereof and at the Closinghereof, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLCEmployee, and all such covenants, representations and warranties shall survive the Closing.
Appears in 6 contracts
Samples: Exchange Agreement (RespireRx Pharmaceuticals Inc.), Exchange Agreement (RespireRx Pharmaceuticals Inc.), Exchange Agreement (RespireRx Pharmaceuticals Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the HoldersHolder, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the ClosingExchange.
Appears in 6 contracts
Samples: Exchange Agreement (Powerwave Technologies Inc), Exchange Agreement (Pier 1 Imports Inc/De), Exchange Agreement (Verenium Corp)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLCHolder, and all such covenants, representations and warranties shall survive the Closing.
Appears in 6 contracts
Samples: Warrant Exchange Agreement (Goldman Sachs Group Inc), Exchange Agreement (Biora Therapeutics, Inc.), Exchange Agreement (Mannkind Corp)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at on the ClosingClosing Date, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLCHolder, and all such covenants, representations and warranties shall survive the Closing.
Appears in 5 contracts
Samples: Exchange Agreement (Jakks Pacific Inc), Exchange Agreement (Jakks Pacific Inc), Exchange Agreement (Regis Corp)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC Holders and Lazard Capital Markets LLCLazard, and all such covenants, representations and warranties shall survive the Closing.
Appears in 4 contracts
Samples: Exchange Agreement (Forest City Enterprises Inc), Exchange Agreement (Forest City Enterprises Inc), Exchange Agreement (Amtrust Financial Services, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLCeach Investor, and all such covenants, representations and warranties shall survive the Closing.
Appears in 4 contracts
Samples: Exchange Agreement (Structure Therapeutics Inc.), Exchange Agreement (Rain Therapeutics Inc.), Exchange Agreement (Rain Therapeutics Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the each Closing, to the Holders, Lazard Frères & Co. LLC Holders and Lazard Capital Markets LLCLazard, and all such covenants, representations and warranties shall survive the each Closing.
Appears in 4 contracts
Samples: Exchange Agreement (Forest City Enterprises Inc), Exchange Agreement (Forest City Enterprises Inc), Exchange Agreement (Forest City Enterprises Inc)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC Holders and Lazard Capital Markets LLCOpCo, and all such covenants, representations and warranties shall survive the Closing.
Appears in 4 contracts
Samples: Exchange Agreement (Veeco Instruments Inc), Exchange Agreement (Invacare Corp), Exchange Agreement (Invacare Corp)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLCPurchaser, and all such covenants, representations and warranties shall survive the Closing.
Appears in 4 contracts
Samples: Purchase Agreement (T2 Biosystems, Inc.), Purchase Agreement (Bionano Genomics, Inc.), Purchase Agreement (Biocept Inc)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at on the ClosingClosing Date, to the HoldersHolder, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the ClosingPurchase.
Appears in 3 contracts
Samples: Private Placement Purchase Agreement (PDL Biopharma, Inc.), Private Placement Purchase Agreement (Forest City Enterprises Inc), Private Placement Purchase Agreement (Forest City Enterprises Inc)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC Purchasers and Lazard Capital Markets LLCLazard, and all such covenants, representations and warranties shall survive the Closing.
Appears in 2 contracts
Samples: Private Placement Purchase Agreement (PROS Holdings, Inc.), Private Placement Purchase Agreement (Amtrust Financial Services, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the HoldersHolders and RBC Capital Markets, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.
Appears in 2 contracts
Samples: Exchange Agreement (PDL Biopharma, Inc.), Purchase Agreement (PDL Biopharma, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at each of the ClosingClosings, to the HoldersHolders and Guggenheim Securities, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the ClosingClosings.
Appears in 2 contracts
Samples: Exchange Agreement (Marathon Digital Holdings, Inc.), Exchange Agreement (Iconix Brand Group, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the HoldersHolder, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the ClosingConversion.
Appears in 2 contracts
Samples: Conversion Agreement (Genesco Inc), Conversion Agreement (Genesco Inc)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, follows and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC Holders and Lazard Capital Markets Leerink Partners LLC, and all such covenants, representations and warranties shall survive the Closing.
Appears in 2 contracts
Samples: Exchange Agreement (Synergy Pharmaceuticals, Inc.), Exchange Agreement (Synergy Pharmaceuticals, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLCPurchasers, and all such covenants, representations and warranties shall survive the Closing.
Appears in 2 contracts
Samples: Convertible Notes Purchase Agreement (Biora Therapeutics, Inc.), Convertible Notes Purchase Agreement (Biora Therapeutics, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at on the ClosingClosing Date, to the HoldersHolder, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
Samples: Exchange and Purchase Agreement (PDL Biopharma, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLCInvestors, and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the HoldersHolder, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the HoldersPurchasers, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
Samples: Private Placement Purchase Agreement (Callaway Golf Co)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. JMP Securities LLC and Lazard Capital Markets Xxxxx and Company, LLC, and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the ClosingClosing Date, to the HoldersHolder, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closingclosing of the Exchange, to the HoldersHolder, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the ClosingExchange.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at on the ClosingClosing Date, to the HoldersHolder, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the ClosingExchange.
Appears in 1 contract
