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

Covenants, Representations and Warranties of the Holders. Each Holder (and, where specified below, the Undersigned) hereby covenants (solely as to itself), as follows, and makes the following representations and warranties (solely as to itself), each of which is and shall be true and correct on the date hereof and at the Closing, to the Company, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.

Appears in 13 contracts

Samples: Exchange Agreement (James River Coal CO), Exchange Agreement (Healthsouth Corp), Exchange Agreement (Omnicare Inc)

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Covenants, Representations and Warranties of the Holders. Each Holder (and, where specified below, the Undersigned) hereby covenants (solely as to itself), ) as follows, and makes the following representations and warranties (solely as to itself), each of which is and shall be true and correct on the date hereof and at the Closing, to the Company, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.

Appears in 5 contracts

Samples: Exchange Agreement (Callaway Golf Co), Exchange Agreement (Forest City Enterprises Inc), Exchange Agreement (Forest City Enterprises Inc)

Covenants, Representations and Warranties of the Holders. Each Holder (and, where specified below, the Undersigned) hereby covenants (solely as to itself), ) as follows, and makes the following representations and warranties (solely as to itself), each of which is and shall be true and correct on the date hereof and at the Closing, to the Company, Lazard Frères & Co. Company and Leerink Partners LLC and Lazard Capital Markets LLC, (“Leerink”) and all such covenants, representations and warranties shall survive the Closing.

Appears in 3 contracts

Samples: Exchange Agreement (Teligent, Inc.), Exchange Agreement (Exelixis, Inc.), Exchange Agreement (Exelixis, Inc.)

Covenants, Representations and Warranties of the Holders. Each Holder (and, where specified below, the Undersigned) hereby covenants (solely as to itself), ) as follows, and makes the following representations and warranties (solely as to itself), each of which is and shall be true and correct on the date hereof and at the Closing, to the CompanyCompany and to 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: Purchase Agreement (PDL Biopharma, Inc.), Exchange Agreement (PDL Biopharma, Inc.)

Covenants, Representations and Warranties of the Holders. Each Holder (and, where specified below, the Undersigned) hereby covenants (solely as to itself), as follows, and makes the following representations and warranties (solely as to itself), each of which is and shall be true and correct on the date hereof and at the Closing, to t X.X. Xxxxxx Securities LLC and [•] (collectively, the “Agents”) and the Company, 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 Agreement (Microchip Technology Inc)

Covenants, Representations and Warranties of the Holders. Each Holder The Undersigned, for itself (and, where specified below, the Undersignedon behalf of each Holder) hereby covenants (solely as to itself), as follows, and makes makes, severally and not jointly, the following representations and warranties for itself (solely as to itselfand, where specified below, on behalf of each Holder), each of which is and shall be true and correct on the date hereof and at the Closing, to the Company, Lazard Frères Company and Xxxxxx Xxxxxxx & Co. LLC and Lazard Capital Markets LLC(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 Holders. Each Holder (and, where specified below, the Undersigned) hereby covenants (solely as to itself), ) as follows, and makes the following representations and warranties (solely as to itself), each of which is and shall be true and correct on the date hereof and at the each Closing, to the Company and Xxxxx and Company, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the each Closing.

Appears in 1 contract

Samples: Conversion Agreement (Merrimack Pharmaceuticals Inc)

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Covenants, Representations and Warranties of the Holders. Each Holder (and, where specified below, the Undersigned) hereby covenants (solely as to itself), ) as follows, and makes the following representations and warranties (solely as to itself), each of which is and shall be true and correct on the date hereof and at the Closing, to the Company, Lazard Frères & Co. the Parent, JMP Securities LLC and Lazard Capital Markets LLCXxxxx and Company, LLC and all such covenants, representations and warranties shall survive the Closing.

Appears in 1 contract

Samples: Conversion Agreement (Horizon Pharma PLC)

Covenants, Representations and Warranties of the Holders. Each Holder (and, where specified below, the Undersigned) hereby covenants (solely as to itself), as follows, and makes the following representations and warranties (solely as to itself), each of which is and shall be true and correct on the date hereof and at the Closing, to the Company, Lazard Frères & Co. Company and X.X. Xxxxxx Securities LLC and Lazard Capital Markets LLC(the “Agent”), 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 Holders. Each Holder (and, where specified below, the Undersigned) Undersigned hereby covenants (solely as to itself), as follows, and makes the following representations and warranties (solely as to itself), each of which is and shall be true and correct on the date hereof and at the Closing, to the Company, the Guarantor and Lazard Frères & Co. LLC and Lazard Capital Markets LLC(“Lazard”), and all such covenants, representations and warranties shall survive the Closing.

Appears in 1 contract

Samples: Exchange Agreement (Omnicare Inc)

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