Acquisition Representations definition

Acquisition Representations means the representations and warranties made by or with respect to the Acquired Business in the Acquisition Agreement that are material to the interests of the Lenders (but only to the extent that the Borrower (or its affiliate) has the right under the Acquisition Agreement not to consummate the Acquisition, or to terminate its (or its affiliate’s) obligations under the Acquisition Agreement, as a result of a breach of such representation or warranty in the Acquisition Agreement).

Acquisition Representations means the representations and warranties made by or on behalf of Empire in the Empire Acquisition Agreement which are material to the interests of the Lenders but solely to the extent that the Borrower has the right to terminate its obligations under the Empire Acquisition Agreement or not to consummate the transactions contemplated by the Empire Acquisition Agreement as a result of a breach of (or the inability to make) such representations or warranties.

Acquisition Representations means the representations made by DuPont with respect to the Company and its Subsidiaries in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Buyer or any of its Affiliates has the right to terminate the obligations of Buyer or any of its Affiliates under the Purchase Agreement (pursuant to the terms thereof) as a result of a breach of one or more of such representations in the Purchase Agreement.

Examples of Acquisition Representations in a sentence

• As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably constitute a breach or default on the part of Parent under the Debt Letters or, to the Knowledge of Parent, any other party to the Debt Letters (assuming the accuracy of the Acquisition Representations (as defined in the Debt Letter in effect on the date hereof) and undertakings under this Agreement for such purpose).

• The Acquisition Representations and the Specified Representations shall be true and correct, in all material respects (except to the extent already qualified by materiality or material adverse effect and except for those representations and warranties that address matters only as of a particular date (which shall remain true and correct in all material respects (except to the extent already qualified by materiality or material adverse effect) as of such particular date).

• Xxxxx President Annex 4.20 Stock Acquisition Representations The undersigned has executed and delivered this document to set forth its representations, warranties and agreements, in connection with and as a condition to the closing of the Member Interest Purchase Agreement (the "Agreement") by and among EMS Technologies, Inc.

• The Acquisition Representations shall be true and correct in all material respects, except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true in all respects.

• Notwithstanding the foregoing, the only representations and warranties the accuracy of which shall be a condition to the availability of the Bloom Acquisition Advance shall be the Specified Representations and the Bloom Acquisition Representations.

More Definitions of Acquisition Representations

Acquisition Representations means the representations made by the Seller with respect to the Acquired Company in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Spectrum or any of its Subsidiaries has the right (determined without regard to any notice requirement thereof) to terminate the obligations of Spectrum or any of its Subsidiaries under the Acquisition Agreement or decline to consummate the Acquisition (in each case pursuant to the terms thereof) as a result of a breach of one or more of such representations in the Acquisition Agreement.

Acquisition Representations means the representations and warranties made by the Seller and GBG in the Acquisition Agreement which are material to the interests to the Lenders, but solely to the extent that the Borrower has the right to terminate its obligations under the Acquisition Agreement or not to consummate the transactions contemplated by the Acquisition Agreement as a result of a breach of (or the inability to make) such representations or warranties.

Acquisition Representations means such of the representations made by or on behalf of the Sellers (as defined in the Sxxxxxx Acquisition Agreement) in the Sxxxxxx Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or any of its Affiliates) would have the right (after giving effect to any applicable cure provisions) to terminate its obligations under the Sxxxxxx Acquisition Agreement or not consummate the Sxxxxxx Acquisition as a result of a breach of such representations in the Sxxxxxx Acquisition Agreement.

Acquisition Representations means (a) the representations made by the seller with respect to the Acquired Entity (or similar Person) in connection with any Designated Acquisition as are material to the interests of the Lenders, but only to the extent that Borrowers or any of their Subsidiaries has the right (determined without regard to any notice requirement thereof) to terminate their obligations in connection with such Designated Acquisition or decline to consummate such Designated Acquisition (in each case pursuant to the terms thereof) as a result of a breach of one or more of such representations in the acquisition agreement in connection with such Designated Acquisition and (b) the representations and warranties made solely by the Borrowers and the Restricted Subsidiaries (x) in Section 3.22 (solely with respect to the Borrowers and their Restricted Subsidiaries on a consolidated basis) and (y) Sections 3.01(a) and (d), 3.02(a) and (b)(i)(A) (limited to the constitutive documents of Holdings and the Borrowers), 3.03, 3.11, 3.12, 3.19 (limited to creation, validity and perfection) and 3.24, in each case, after giving effect to such Permitted Acquisition.

Acquisition Representations means the representations made by or with respect to the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that the accuracy of such representations and warranties is a condition to the Borrower or any of its Affiliates’ obligation to consummate the Jazz Acquisition or to the extent that the Borrower has a right to terminate (or any of its Affiliates has the rights to terminate its) obligations (or otherwise does not have an obligation to close) under the Acquisition Agreement (without giving effect to notice or lapse of time or both) as a result of the breach of such representations and warranties in the Acquisition Agreement.

Acquisition Representations means, the representations and warranties made by or with respect to the Acquired Business in the Transaction Agreement as are material to the interests of the Lenders (in their capacities as such) but only to the extent that the accuracy of such representations and warranties is a condition to Holdings’ or any of its affiliates’ obligation to consummate the DuPont Acquisition or to the extent that Holdings has the right to terminate its (or any of its affiliates has the right to terminate its) obligations (or otherwise does not have an obligation to close), under the Transaction Agreement (without giving effect to notice or lapse of time or both) as a result of a breach of such representations and warranties in the Transaction Agreement.

Acquisition Representations means the representations made by or with respect to the Surviving Borrower and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders and the Bookrunners (but only to the extent that the Initial Borrower has the right not to consummate the Acquisition, or to terminate its obligations (or otherwise does not have an obligation to close), under the Acquisition Agreement (in each case, in accordance with the terms of the Acquisition Agreement) as a result of a failure of such representations in the Acquisition Agreement to be true and correct, in each case without any liability in accordance with the terms thereof).