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: Indenture (James River Coal CO), Exchange Agreement (School Specialty Inc), Purchase Agreement (Telecommunication Systems Inc /Fa/)
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)warranties, each of which is and shall be true and correct on the date hereof and at and as of the Closing, to the Company, Lazard Frères & Co. Company and to HudsonWest LLC and Lazard Capital Markets 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. 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 (Forest City Enterprises Inc), Exchange Agreement (Callaway Golf Co), Exchange Agreement (Forest City Enterprises Inc)
Covenants, Representations and Warranties of the Holders. Each Holder (and, where specified below, the Undersigned) The Undersigned hereby covenants (solely as to itself), as follows, and makes the following representations and warranties (solely as to itself)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 hereof and at the each Closing, to the Company, Lazard Frères & Co. LLC Company 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 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: Form of Exchange Agreement (Teligent, Inc.), Form of Exchange Agreement (Exelixis, Inc.), Form of 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), severally and not jointly) as follows, follows and makes the following representations and warranties (solely as to itself, severally and not jointly), 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 3 contracts
Samples: Exchange Agreement (Raging Capital Management, LLC), Form of Exchange Agreement (Castle a M & Co), Form of Exchange Agreement (Castle a M & Co)
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)warranties, each of which is and shall be true and correct on the date hereof and at and as of the Closing, to the CompanyCompany and to each of BofA Securities, Lazard Frères & Co. Inc. and X.X. Xxxxxx Securities LLC and Lazard Capital Markets 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. 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: Exchange Agreement (PDL Biopharma, Inc.), Purchase 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 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)
Covenants, Representations and Warranties of the Holders. Each Holder (andThe Undersigned, where specified belowfor itself and on behalf of each Holder, the Undersigned) hereby covenants (solely as to itself), as follows, and makes the following representations and warranties (solely as to itself)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 the date hereof and at the Closing, to both the Company, Lazard Frères & Co. Company and Cxxxx-Xxxxxx Capital Group LLC and Lazard Capital Markets LLC, (“Cxxxx-Xxxxxx”) and all such covenants, representations and warranties shall survive the ClosingClosing indefinitely.
Appears in 1 contract
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)
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 Company and Lazard Barclays Capital Markets LLCInc., and all such covenants, representations and warranties shall survive the Closing.
Appears in 1 contract
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) 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
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)warranties, 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 Xxxxxxx Xxxxx & 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 (Alteryx, 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. 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
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 makes, severally and not jointly, the following representations and warranties (solely as to itself)warranties, 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 (Chegg, Inc)