Common use of Covenants, Representations and Warranties of the Holders Clause in Contracts

Covenants, Representations and Warranties of the Holders. The Holder 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, to the Company, and all such covenants, representations and warranties shall survive the Closing.

Appears in 6 contracts

Samples: Settlement Agreement (NightFood Holdings, Inc.), Settlement and Exchange Agreement (Mitesco, Inc.), Settlement and Exchange Agreement (Mitesco, Inc.)

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Covenants, Representations and Warranties of the Holders. The Each Holder (and, where specified below, the Undersigned) hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereofhereof and at and as of the Closing, to the CompanyCompany and to HudsonWest LLC (the “Financial Advisor”), 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 Holders. The Each Holder (and, where specified below, the Undersigned) 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 hereofhereof and at the Closing, to the Company, and all such covenants, representations and warranties shall survive the Closing.

Appears in 4 contracts

Samples: Exchange Agreement (Amicus Therapeutics, Inc.), Exchange Agreement (Amicus Therapeutics, Inc.), Exchange Agreement (Amicus Therapeutics, Inc.)

Covenants, Representations and Warranties of the Holders. The Holder Undersigned hereby covenants as follows, and makes the following representations and warrantieswarranties on its own behalf and where specified below, on behalf of each Holder, each of which is and shall be true and correct on the date hereofhereof and at each Closing, to the CompanyCompany 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 Holders. The Holder Undersigned hereby covenants as follows, and makes the following representations and warrantieswarranties on its own behalf and where specified below, on behalf of each Holder, each of which is and shall be true and correct on the date hereofhereof and at the Closing, to the CompanyCompany 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 Holders. The Each Holder (and, where specified below, the Undersigned) hereby covenants as follows, and makes makes, severally and not jointly, the following representations and warranties, each of which is and shall be true and correct on the date hereof, to hereof and at the CompanyClosing, and all such covenants, representations and warranties shall survive 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 Holders. The Each Holder (and, where specified below, the Undersigned) hereby covenants (solely as followsto itself, severally and not jointly) as follows and makes the following representations and warrantieswarranties (solely as to itself, severally and not jointly), each of which is and shall be true and correct on the date hereofhereof and at the Closing, to the Company, 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 Holders. The Holder Undersigned hereby covenants as follows, and makes the following representations and warrantieswarranties on its own behalf and where specified below, on behalf of each Holder, each of which is and shall be true and correct on the date hereofhereof and at the Closing, to the Company, and all such covenants, representations and warranties shall survive the Closing.

Appears in 3 contracts

Samples: Note Purchase Agreement (Veeco Instruments Inc), Purchase Agreement (Forest City Realty Trust, Inc.), Purchase Agreement (Forest City Realty Trust, Inc.)

Covenants, Representations and Warranties of the Holders. The Each Holder (and, where specified below, the Undersigned) hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereofhereof and at and as of the Closing, to the CompanyCompany and to each of BofA Securities, Inc. and X.X. Xxxxxx Securities LLC (each, an “Exchange Agent”), and all such covenants, representations and warranties shall survive the Closing.

Appears in 2 contracts

Samples: Exchange Agreement (Under Armour, Inc.), Exchange Agreement (Under Armour, Inc.)

Covenants, Representations and Warranties of the Holders. The Each Holder (and, where specified below, the Undersigned) hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereofhereof and at and as of the Closing, to GEOCH, the CompanyCompany and to Citizens JMP Securities, LLC (the “Financial Advisor”), and all such covenants, representations and warranties shall survive the Closing.

Appears in 2 contracts

Samples: Exchange Agreement (Geo Group Inc), Exchange Agreement (Geo Group Inc)

Covenants, Representations and Warranties of the Holders. The Each Holder (and, where specified below, the Undersigned) 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, hereof and at the Closing to the Company, and all such covenants, representations and warranties shall survive the Closing.

Appears in 2 contracts

Samples: Purchase Agreement (Marcus Corp), Purchase Agreement (Marcus Corp)

Covenants, Representations and Warranties of the Holders. The Holder Each Holder, severally and not jointly, hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereofhereof and at the Closing, to the Company, and all such covenants, representations and warranties shall survive the Closing.

Appears in 2 contracts

Samples: Convertible Notes Exchange Agreement (Biora Therapeutics, Inc.), Convertible Notes Exchange Agreement (Biora Therapeutics, Inc.)

Covenants, Representations and Warranties of the Holders. The Holder Undersigned hereby covenants as follows, and makes the following representations and warrantieswarranties on its own behalf and where specified below, on behalf of each Holder, each of which is and shall be true and correct on the date hereofhereof and at the Closing, to the CompanyCompany and Lazard, and all such covenants, representations and warranties shall survive the Closing.

Appears in 2 contracts

Samples: Exchange Agreement (Forest City Enterprises Inc), Exchange Agreement (Forest City Enterprises Inc)

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Covenants, Representations and Warranties of the Holders. The Holder Undersigned hereby covenants as follows, and makes the following representations and warrantieswarranties on its own behalf and where specified below, on behalf of each Holder, each of which is and shall be true and correct on the date hereofhereof and at the Closing, to the Company, the Guarantors and JMP, and all such covenants, representations and warranties shall survive the Closing.

Appears in 2 contracts

Samples: Exchange Agreement (Egalet Corp), Exchange Agreement (Egalet Corp)

Covenants, Representations and Warranties of the Holders. The Undersigned on behalf of itself and each Holder hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereofhereof and at the Closing, to the Company, and all such covenants, representations and warranties shall survive the Closing; provided, however, that any representation and warranty in this Article II that speaks as of a specified date shall be true and correct as of that date only.

Appears in 1 contract

Samples: Convertible Notes Exchange Agreement (Assertio Holdings, Inc.)

Covenants, Representations and Warranties of the Holders. The Holder hereby covenants as follows, and makes the following representations and warrantieswarranties for itself, each of which is and shall be true and correct on the date hereofhereof and on the Closing Date, to the Company, and all such covenants, representations and warranties shall survive the Closing.

Appears in 1 contract

Samples: Credit Agreement (Falcon's Beyond Global, Inc.)

Covenants, Representations and Warranties of the Holders. The Holder Undersigned, for itself and on behalf of each Holder, hereby covenants as follows, and makes the following representations and warranties, for itself and on behalf of each Holder, each of which is true and correct as of the date hereof and shall be true and correct on at the date hereofClosing, to both the Company, Company and Cxxxx-Xxxxxx Capital Group LLC (“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 Holders. The Each Holder (and, where specified below, the Undersigned) hereby covenants (solely as to itself), as follows, and makes the following representations and warrantieswarranties (solely as to itself), each of which is and shall be true and correct on the date hereofhereof and at the Closing, to the CompanyCompany and Barclays Capital Inc., and all such covenants, representations and warranties shall survive the Closing.

Appears in 1 contract

Samples: Exchange Agreement (Janus Capital Group Inc)

Covenants, Representations and Warranties of the Holders. The Each Holder (and, where specified below, the Undersigned) hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereofhereof and at the Closing, to the CompanyCompany and Xxxxxxx Xxxxx LLP (the “Exchange Agent”), and all such covenants, representations and warranties shall survive the Closing.

Appears in 1 contract

Samples: Exchange Agreement (PROS Holdings, Inc.)

Covenants, Representations and Warranties of the Holders. The Each Holder (and, where specified below, the Undersigned) hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereofhereof and at the Closing, to the CompanyCompany and Xxxxxxx Xxxxx & Co. LLC (the “Exchange Agent”), and all such covenants, representations and warranties shall survive the Closing.

Appears in 1 contract

Samples: Exchange Agreement (Alteryx, Inc.)

Covenants, Representations and Warranties of the Holders. The Each Holder (and, where specified below, the Undersigned) hereby covenants as follows, and makes makes, severally and not jointly, the following representations and warranties, each of which is and shall be true and correct on the date hereofhereof and at the Closing, to the CompanyCompany and Xxxxxx Xxxxxxx & Co. LLC (the “Exchange Agent”), and all such covenants, representations and warranties shall survive the Closing.

Appears in 1 contract

Samples: Exchange Agreement (Chegg, Inc)

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