Authority Representations definition

Authority Representations is defined in Section 8(a)(i) of this Agreement.
Sample 1Sample 2
Authority Representations is defined in Section 9.1.
Sample 1
Authority Representations means (A) with respect to the Company, the representations and warranties in (1) the first sentence of Section 2.1(a) and (2)
Sample 1

Examples of Authority Representations in a sentence

  • CompoSecure’s outside counsel prepared the initial draft of the Sales Agreement, which included the Authority Representations.

  • The representations and warranties of the Authority set out in Section 21.2 (Authority Representations and Warranties) of this Agreement shall be true and correct when made and at the Financial Closing Date (other than any such representation and warranty expressed to be made as of a specified date in which case it shall be true and correct in all material respects as of such specified date).

  • Logan controlled the vote of the Class A members,342 and she supported the Sales Agreement.343 Hollin represented the investor members,344 and he supported the Sales Agreement as well.345 In my view, it is also relevant for purposes of ratification that the Sales Agreement contained the Authority Representations, in which CompoSecure represented that the Sales Agreement was valid and binding.

  • If anyone should have ensured that CompoSecure took the necessary action to make the Authority Representations accurate, it was Logan, Hollin, and CompoSecure’s counsel.

  • Moreover, as the Trial Court found, “[i]f anyone should have ensured that CompoSecure took the necessary action to make the Authority Representations accurate, it was Logan, Hollin, and CompoSecure’s counsel.” Op. 74.Compo offers no authority supporting its novel claim that traditional concepts such as voidable/void and ratification are not available to fiduciaries.

  • Specifically, the 1995 Constitution of Uganda gives the High Court unlimited original jurisdiction in all matters.55 Despite that, the operation of the Court in the war affected North is wanting now, like it was during active combat in the region.

  • Authority Representations and Warranties 11 RIGHTS AND OBLIGATIONS 11 7.

  • Performance of Covenants of the Authority; Representations 19 Section 7.03.

  • Subject to Section 6.5(g) (and without limiting the application of the Primary Cap Amount and the Incremental Cap Amount as set forth in this Section 6.5), no Securityholder shall have any Liability under Section 6.2(a), solely with respect to the Seller Ownership and Authority Representations, or under Section 6.2(i) for any Damages related thereto for which such Securityholder would be liable, but for this sentence, that exceed a dollar amount equal to such Securityholder’s Ultimate Cap Amount.

  • Responsible Authority Representations On 04 June 2019 a representation (Appendix 2) was received from Mr Brian Miles of Newport City Council Noise and Neighbourhood team Responsible Authority objecting to the application with a proposal that if an additional condition detailed in the representation were agreed by the applicant the objection would be withdrawn.


More Definitions of Authority Representations

Authority Representations means (A) with respect to the Company, the representations and warranties in (1) the first sentence of Section 2.1(a) and (2) Section 2.2(a) (solely as it applies to the Company and not to the Company’s Subsidiaries) and (B) with respect to the Buyer, the representations and warranties in (1) the first sentence of Section 3.1(a) and (2) Section 3.3(a).
Sample 1

Related to Authority Representations

  • Authority Representative means the representative appointed by the Authority from time to time in relation to this Framework Agreement;

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • City Representative means the City Manager or his or her designee as evidenced by a written certificate furnished to the Developer containing the specimen signature of such person or persons and signed by the City Manager.

  • Authorised Authority Representative means the Authority representative named in CCN as authorised to approve agreed Variations to the Contract.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Second Priority Representative means (i) in the case of the Initial Second Priority Debt Facility covered hereby, the Initial Second Priority Representative and (ii) in the case of any Second Priority Debt Facility and the Second Priority Debt Parties thereunder the trustee, administrative agent, collateral agent, security agent or similar agent under such Second Priority Debt Facility that is named as the Representative in respect of such Second Priority Debt Facility in the applicable Joinder Agreement.

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Responsible Authority means any of the following: -

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Authorized City Representative means the Mayor, the City Manager or such other Person at the time designated to act on behalf of the City as evidenced by written certificate furnished to the Developer and the Trustee containing the specimen signature of such Person and signed on behalf of the City by its Mayor or City Manager. Such certificate may designate an alternate or alternates, each of whom may perform all duties of the Authorized City Representative.

  • Agency Representative A person assigned by a primary, assisting, or cooperating federal, state, local, or tribal government agency or private entity that has been delegated authority to make decisions affecting that agency’s or organization’s participation in incident management activities following appropriate consultation with the leadership of that agency. Area: The lands in a described geographic area that are managed and/or protected by the Parties within this Agreement.

  • Special Representations has the meaning set forth in Section 8.1.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).