Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows and, except as otherwise stated herein, makes the following representations and warranties, each of which is true and correct at the Closing on the date hereof, to the Employee, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and on the Closing Date, to the EmployeeHolder, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the Employeeeach 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, except as otherwise stated hereinset forth on Schedule I hereto, makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and, in all material respects, at the Closing on the date hereofDate, to the EmployeeHolder, and all such covenants, representations and warranties shall survive the Closing.
Appears in 4 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereof, to the Employee, hereof and all such covenants, representations and warranties shall survive at the Closing.:
Appears in 4 contracts
Samples: Exchange Agreement (Chegg, Inc), Exchange Agreement (Chegg, Inc), Exchange Agreement (Chegg, Inc)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeHolders and OpCo, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeePurchaser, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeHolders and Lazard, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at each Closing, to the EmployeeHolders and Lazard, 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, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeHolders, and all such covenants, representations and warranties shall survive the Closing.
Appears in 3 contracts
Samples: Exchange Agreement (Raging Capital Management, LLC), Exchange Agreement (Castle a M & Co), Exchange Agreement (Castle a M & Co)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeUndersigned and each Purchaser and OpCo, and all such covenants, representations and warranties shall survive the Closing.
Appears in 3 contracts
Samples: Private Placement Purchase Agreement (New Mountain Finance Corp), Private Placement Purchase Agreement (New Mountain Finance Corp), Private Placement Purchase Agreement (New Mountain Finance Corp)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at each Closing, to the EmployeeHolders, Leerink, and all such covenants, representations and warranties shall survive the each Closing.
Appears in 3 contracts
Samples: Exchange Agreement (Teligent, Inc.), Exchange Agreement (Exelixis, Inc.), Exchange Agreement (Exelixis, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeUndersigned, and all such covenants, representations and warranties shall survive the Closing.
Appears in 3 contracts
Samples: Purchase Agreement (Cutera Inc), Purchase Agreement (Voce Capital Management LLC), Purchase Agreement (NantHealth, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows and, except as otherwise stated herein, makes the following representations and warranties, each of which is true and correct at the Closing on the date hereof, to the EmployeeVendor, and all such covenants, representations and warranties shall survive the Closing.
Appears in 3 contracts
Samples: Exchange and Settlement Agreement (RespireRx Pharmaceuticals Inc.), Exchange and Settlement Agreement (RespireRx Pharmaceuticals Inc.), Exchange and Settlement Agreement (RespireRx Pharmaceuticals Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeePurchasers and Lazard, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeHolders, OTCC Markets, and all such covenants, representations and warranties shall survive the Closing.
Appears in 2 contracts
Samples: Share Exchange Agreement (Mindpix Corp), Share Exchange Agreement (Mindpix Corp)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereof, to the Employee, and all Purchaser. All such covenants, representations and warranties shall survive the Closing.
Appears in 2 contracts
Samples: Purchase Agreement (Faraday Future Intelligent Electric Inc.), Purchase Agreement (Faraday Future Intelligent Electric Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the Employee, and all such covenants, representations and warranties shall survive the Closing.Holders:
Appears in 2 contracts
Samples: Exchange Agreement (Under Armour, Inc.), Exchange Agreement (Under Armour, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows and, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and on the Settlement Date, to the EmployeeHolder, and all such covenants, representations and warranties shall survive the Closing.
Appears in 2 contracts
Samples: Exchange Agreement (Pernix Therapeutics Holdings, Inc.), Exchange Agreement (Pernix Therapeutics Holdings, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the Employee, Holders and all such covenants, representations and warranties shall survive the Closing.Exchange Agent:
Appears in 2 contracts
Samples: Exchange Agreement (Chegg, Inc), Exchange Agreement (Alteryx, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeHolders and RBC 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, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeHolders and 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeePurchasers, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at each of the Closings, to the EmployeeHolders and Guggenheim Securities, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at each Closing, to the EmployeeHolders and Xxxxx and Company, LLC, and all such covenants, representations and warranties shall survive the each Closing.
Appears in 1 contract
Samples: Conversion Agreement (Merrimack Pharmaceuticals Inc)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows and, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and on the Settlement Date, to the EmployeeHolders, and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
Samples: Exchange Agreement (Pernix Therapeutics Holdings, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeHolders and the Exchange Agent, 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, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at each Closing, to the EmployeeHolders and Leerink Partners LLC, and all such covenants, representations and warranties shall survive the each Closing.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows and, except as otherwise stated herein, and makes the following representations and warranties, each of which is true and correct at the Closing on the date hereof, warranties to the EmployeeHolder, and all such covenants, representations and warranties shall survive the ClosingClosing until the expiration of the applicable statute of limitations.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is true and correct as of the date hereof and shall be true and correct at the Closing on the date hereofClosing, to the EmployeeHolders and Cxxxx-Xxxxxx, and all such covenants, representations and warranties shall survive the ClosingClosing indefinitely.
Appears in 1 contract
Samples: Exchange Agreement (Teligent, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the Employee, Holder 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeHolders and Guggenheim Securities, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeHolders, and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
Samples: Exchange Agreement (Apollo Commercial Real Estate Finance, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeInvestor, 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, except as otherwise stated herein, makes the following representations and warranties, each of which is true and correct at the Closing on the date hereof, to the EmployeeExecutive, and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
Samples: Exchange and Settlement Agreement (RespireRx Pharmaceuticals Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeInvestors, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the Employee, Holders and all such covenants, representations and warranties shall survive the Closing.Repurchase Agent:
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the Employee, Undersigned and each Holder and the Exchange Agent and all such covenants, representations and warranties shall survive the Closing.:
Appears in 1 contract
Samples: Exchange Agreement (Docusign, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows and, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and on the Closing Date, to the EmployeeHolders, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeHolders and the Agents, 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 andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the Employee, and all such covenants, representations and warranties shall survive the ClosingPurchaser.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof (other than with respect to the representation as to no conflicts with agreements and instruments in Section 3.2, which shall be as of the Closing Date only) and on the Closing Date, to the EmployeeInvestor, and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
Samples: Purchase Agreement (Power Solutions International, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the applicable Closing, to the EmployeeHolders, and all such covenants, representations and warranties shall survive the ClosingClosings.
Appears in 1 contract
Samples: Convertible Notes Exchange Agreement (Biora Therapeutics, Inc.)
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows andfollows, except as otherwise stated herein, and makes the following representations and warranties, each of which is and shall be true and correct at the Closing on the date hereofhereof and at the Closing, to the EmployeeHolders, and Barclays Capital Inc., and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
