Covenants, Representations and Warranties of the Holders Clause Examples

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.

Covenants, Representations and Warranties of the Holders. 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 and at and as of the Closing, to the Company and to each of BofA Securities, Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC (each, an “Exchange Agent”), and all such covenants, representations and warranties shall survive the Closing.

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 hereof 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.

Covenants, Representations and Warranties of the Holders. The Undersigned hereby covenants as follows, and makes the following representations and warranties 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 Closing, to the Company, the Guarantors and JMP, and all such covenants, representations and warranties shall survive the Closing.

Covenants, Representations and Warranties of the Holders. Each Holder, severally and not jointly, hereby covenants as follows, and makes the following representations and warranties as to itself, each of which is and shall be true and correct on the date hereof and at each Closing (provided that only the Backstop Parties shall be obligated to make the following representations and warranties at the Backstop Party Exchange Closing), and all such covenants, representations and warranties shall survive such Closing. As used in this Article II, “Exchange” includes the Backstop Party Exchange and the Subsequent Exchange, as applicable.

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 and Leerink Partners LLC, and all such covenants, representations and warranties shall survive the Closing for a period of 12 months.

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 * Cash will be paid in lieu of a fractional share at a price per share agreed upon by the parties. 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.

Covenants, Representations and Warranties of the Holders. The Undersigned hereby covenants as follows, and makes the following representations and warranties 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, on each Conversion Date or Optional Conversion Date, as the case may be, and on each True-Up Date, to the Company, and all such covenants, representations and warranties shall survive the Note Deliveries, the Issuances and any delivery of Rebate Shares.

Covenants, Representations and Warranties of the Holders. Each Holder hereby covenants, represents and warrants as follows: (a) Such Holder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and has all necessary power and authority to enter into, execute and deliver this Agreement and to perform all of the obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly authorized, executed and delivered by such Holder and constitutes the valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or general equitable principles (regardless of whether enforcement is sought in equity or at Law). (c) Such Holder is, and immediately prior to the Redemption will be, the sole legal and beneficial owner of the Notes set forth opposite its name on Schedule A hereto and has and will have good, valid and marketable title to its Notes, free and clear of any Liens. Such Holder has not and will not, in whole or in part (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Notes or its rights in its Notes (other than to the Company pursuant hereto), or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Notes. Upon such Holder’s delivery of its Notes to the Company pursuant to the Redemption, such Notes shall be free and clear of all Liens created by such Holder. (d) On or prior to the Redemption, such Holder shall deliver to the Company duly completed IRS Forms W-9 or W-8, as applicable, with regards to it.