Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities pursuant hereto and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 8 contracts
Samples: Securities Purchase Agreement (United Surgical Partners International Inc), Securities Purchase Agreement (United Surgical Partners International Inc), Stockholders Agreement (United Surgical Partners International Inc)
Survival of Agreements. All covenants, agreements, representations and warranties made herein in the LLC Agreement or any certificate or instrument delivered to the Investors pursuant to or in connection with the LLC Agreement shall survive the execution and delivery of this the LLC Agreement and the issuance, sale and delivery of the Securities pursuant hereto and all statements contained in any certificate or other instrument delivered by the Company hereunder or thereunder or in connection herewith or therewith shall be deemed to constitute representations and warranties made by the Company.
Appears in 6 contracts
Samples: Registration Rights Agreement (BioFuel Energy Corp.), Registration Rights Agreement (BioFuel Energy Corp.), Registration Rights Agreement (Greenlight Capital LLC)
Survival of Agreements. All covenants, agreements, representations and warranties made herein or in any agreement, certificate or instrument delivered to the Investor pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement and Agreement, the issuance, sale and delivery of the Securities pursuant hereto and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the CompanyShares.
Appears in 6 contracts
Samples: Debt Satisfaction Agreement (Terremark Worldwide Inc), Debt Satisfaction Agreement (Terremark Worldwide Inc), Debt Satisfaction Agreement (Terremark Worldwide Inc)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities Shares pursuant hereto and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 5 contracts
Samples: Stock Purchase Agreement (United Surgical Partners International Inc), Securities Purchase Agreement (United Surgical Partners International Inc), Subscription and Exchange Agreement (Acreedo Health Inc)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities pursuant hereto and all hereto, notwithstanding any investigation made at any time by or on behalf of any party hereto. All statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Aurora Electronics Inc), Securities Purchase Agreement (Baker J Inc), Securities Purchase Agreement (Blackstone CCC Capital Partners Lp)
Survival of Agreements. All covenants, agreements, ---------------------- representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities pursuant hereto and all hereto, notwithstanding any investigation made at any time by or on behalf of any party hereto. All statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Select Medical Corp), Securities Purchase Agreement (Select Medical Corp), Securities Purchase Agreement (Banctec Inc)
Survival of Agreements. All covenants, agreements, representations presentations and warranties and covenants contained herein or made herein in writing by or on behalf of the Company in connection with the transactions contemplated hereby shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities pursuant hereto and all (despite any investigation at any time made by Buyer or on their behalf). All statements contained in any certificate or other instrument executed and delivered by the Company hereunder or its duly authorized officers or representatives pursuant hereto in connection with the transactions contemplated hereby shall be deemed to constitute representations and warranties made by the CompanyCompany hereunder.
Appears in 3 contracts
Samples: Purchase Agreement (Checkers Drive in Restaurants Inc /De), Purchase Agreement (Giant Group LTD), Purchase Agreement (Cke Restaurants Inc)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuanceconsummation of the transactions contemplated hereby. The representations, sale warranties, covenants and agreements of the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and shall in no way be affected by any investigation of the Securities pursuant hereto and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties subject matter thereof made by or on behalf of the CompanyHolder.
Appears in 3 contracts
Samples: Registration Rights Agreement (First California Financial Group, Inc.), Registration Rights Agreement (National Mercantile Bancorp), National Mercantile Bancorp
Survival of Agreements. All covenants, agreements, representations and warranties made herein herein, and the indemnification provisions herein, shall survive the execution and delivery of this Agreement and the issuanceAgreement, sale and delivery of the Securities pursuant hereto and all statements contained in any certificate or other instrument delivered by the Company Seller hereunder or there under or in connection herewith or therewith shall be deemed to constitute representations and warranties made by the CompanySeller.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Sonic Jet Performance Inc), Stock Purchase Agreement (Sonic Jet Performance Inc), Stock Purchase Agreement (Flexxtech Corp)
Survival of Agreements. All covenants, agreements, representations ---------------------- and warranties made herein shall survive the execution and the delivery of this Agreement and the issuance, sale and delivery of the Securities pursuant hereto and all other Loan Documents. All statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 2 contracts
Samples: Credit and Security Agreement (Educational Development Corp), Credit and Security Agreement (Educational Development Corp)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery issuance of the Securities Shares pursuant hereto hereto, and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Cognigen Networks Inc), Common Stock Purchase Agreement (Alliance Data Systems Corp)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities Notes pursuant hereto and all hereto, notwithstanding any investigation made at any time by or on behalf of any party hereto. All statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 2 contracts
Samples: Senior Subordinated Note Purchase Agreement (Aurora Electronics Inc), Convertible Subordinated Note Purchase Agreement (Vitaminshoppecom Inc)
Survival of Agreements. All covenants, agreements, representations and warranties made herein or in any instrument delivered to the Purchasers pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement and Agreement, the issuance, sale and delivery of the Securities pursuant hereto Shares, and all statements contained in any certificate or other instrument delivered by the Company hereunder or thereunder or in connection herewith or therewith shall be deemed to constitute representations and warranties made by the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cd Warehouse Inc), Stock Purchase Agreement (Horizon Pharmacies Inc)
Survival of Agreements. All covenants, agreements, representations covenants and warranties agreements made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities Note and Warrants pursuant hereto and all hereto. All statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Life Critical Care Corp), Loan and Securities Purchase Agreement (Life Critical Care Corp)
Survival of Agreements. All Except as specifically limited as provided in Section 5.01 hereto, all covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities Notes pursuant hereto and all hereto, notwithstanding any investigation made at any time by or on behalf of any party hereto. All statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Savvis Communications Corp), Securities Purchase Agreement (Welsh Carson Anderson Stowe Viii Lp)
Survival of Agreements. All covenants, agreements, representations and warranties made herein or in any instrument delivered to the Purchasers pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement and Agreement, the issuance, sale and delivery of the Securities pursuant hereto Securities, and all statements contained in any certificate or other instrument delivered by the Company hereunder or thereunder or in connection herewith or therewith shall be deemed to constitute representations and warranties made by the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Horizon Pharmacies Inc), Securities Purchase Agreement (Horizon Pharmacies Inc)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and Agreement, the issuance, sale and delivery of the Securities pursuant hereto Convertible Notes, and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations issuance and warranties made by delivery of the CompanyConversion Shares.
Appears in 2 contracts
Samples: Note Purchase Agreement (Youbet Com Inc), Note Purchase Agreement (Youbet Com Inc)
Survival of Agreements. All Notwithstanding any investigation made at any time by or on behalf of any party hereto, all covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities Shares pursuant hereto and all statements hereto. Any statement contained in any certificate or other instrument delivered by the Company hereunder at Closing shall be deemed to constitute representations and warranties made by the CompanyCompany hereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Concentra Operating Corp)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and the delivery of this Agreement and the issuance, sale and delivery of the Securities pursuant hereto and all other Loan Documents. All statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 1 contract
Samples: Credit and Security Agreement (Educational Development Corp)
Survival of Agreements. All Notwithstanding any investigation made at any time by or on behalf of any party hereto, all covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement Plan and the issuance, sale and delivery of the Securities Shares pursuant hereto and all statements hereto. Any statement contained in any certificate or other instrument delivered by the Company hereunder at Closing shall be deemed to constitute representations and warranties made by the CompanyCompany hereunder.
Appears in 1 contract
Samples: Securities Purchase Plan (Concentra Operating Corp)
Survival of Agreements. All covenants, agreements, representations and warranties made herein in this Agreement or any certificate or instrument delivered to the Stockholder pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement Agreement, and the issuance, sale and delivery of the Securities pursuant hereto Shares, and all statements contained in any certificate or other instrument delivered by the Company hereunder or in connection herewith shall be deemed to constitute representations and warranties made by the Company.
Appears in 1 contract
Samples: Investors' Rights Agreement (Franks Nursery & Crafts Inc)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery issuance of the Securities Preferred Shares pursuant hereto hereto, and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Alliance Data Systems Corp)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities Shares pursuant hereto hereto, and the Conversion Shares upon conversion of the Shares, and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 1 contract
Samples: Share Purchase Agreement (Decrane Aircraft Holdings Inc)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities New Common Units pursuant hereto and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 1 contract
Survival of Agreements. All covenants, agreements, representations covenants and warranties agreements made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities Note and Stock pursuant hereto and all hereto. All statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 1 contract
Samples: Loan and Securities Purchase Agreement (Life Critical Care Corp)
Survival of Agreements. All covenants, agreements, representations and warranties made herein in this Agreement or any certificate or instrument delivered to the Investor pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement and Agreement, the issuance, sale and delivery of the Securities pursuant hereto Preferred Shares, and all statements contained in any certificate or other instrument delivered by the Company hereunder or in connection herewith shall be deemed to constitute representations and warranties made by the Company.
Appears in 1 contract
Samples: Share Purchase Agreement
Survival of Agreements. All covenants, agreements, representations and warranties made herein in this Agreement or any certificate or instrument delivered to the Investors pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement and Agreement, the issuance, sale and delivery of the Securities pursuant hereto Preferred Shares, and all statements contained in any certificate or other instrument delivered by the Company hereunder or in connection herewith shall be deemed to constitute representations and warranties made by the Company.
Appears in 1 contract
Survival of Agreements. All Notwithstanding any ---------------------- investigation made at any time by or on behalf of any party hereto, all covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities pursuant hereto and all statements hereto. Any statement contained in any certificate or other instrument delivered by the Company hereunder at Closing shall be deemed to constitute representations and warranties made by the CompanyCompany hereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Concentra Operating Corp)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities Shares pursuant hereto hereto, and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Seer Technologies Inc /De)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities pursuant hereto hereto, and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by to the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (New American Healthcare Corp)
Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities Additional Units pursuant hereto and all statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company.
Appears in 1 contract
Survival of Agreements. All covenants, agreements, representations and warranties made herein in this Agreement or any certificate or instrument delivered to the Purchaser pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement and Agreement, the issuance, sale and delivery of the Securities pursuant hereto Units, and the issuance and delivery of the Conversion Shares, and all statements contained in any certificate or other instrument delivered by the Company hereunder or thereunder or in connection herewith or therewith shall be deemed to constitute representations and warranties made by the Company.
Appears in 1 contract
