Basic Representations definition

Basic Representations has the meaning set forth in Section 7.2.
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Basic Representations has the meaning set forth in Section 15.1 of the Agreement.
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Basic Representations means all the representations and warranties of the Parties included in this Agreement, other than the Fundamental Representations and the Special Representations.
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Examples of Basic Representations in a sentence

  • Representations Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:- (a) Basic Representations.

  • Background Basic Representations of Music and AudioThere are three basic representations of music and audio: the well-known audio and music notation at the extremes of minimum and maximum structure respectively, and the less-well-known time-stamped events form in the middle.

  • The aggregate liability of Alliant for all breaches of Alliant’s Basic Representations shall in no event exceed the Basic Indemnification Cap.

  • Section 3(d) of the Agreement is hereby amended by adding in the third line thereof after the word “respect” and before the period the words “or, in the case of audited or unaudited financial statements or balance sheets, a fair presentation of the financial condition of the relevant person.” Basic Representations.

  • All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as ‘this Agreement’), and the parties would not otherwise enter into any Transactions, Representations Basic Representations Status.

  • The aggregate liability of the Seller Parties for all breaches of the Seller Parties Basic Representations, Fundamental Representations, Special Representations and any covenants contained herein shall in no event exceed the aggregate Purchase Price paid or that may become payable to the Seller Parties under this Agreement (as adjusted by Section 2.4).

  • The Basic Representations shall survive the Closing and continue in full force and effect for twelve (12) months thereafter.

  • Simple Planning Agent, From Problem Solving to Planning, Planning in Situation Cal- culus, Basic Representations for Planning, A Partial-Order Planning Algorithm and ex-amples.

  • We distinguish between Basic Representations and Composite Representations as shown in Figure 7.5. Composite Representations comprise an arbitrary number of dimensions corresponding to different types of information elements,i.e. Scopes.

  • The aggregate liability of Alliant for all breaches of the Alliant’s Basic Representations and Fundamental Representations shall in no event exceed the aggregate Purchase Price (as adjusted by Section 2.4).


More Definitions of Basic Representations

Basic Representations means the representations and warranties set forth in (a) the second and third sentences of Section 3.4 of this Agreement and the first and second sentences of Section 2.05 of the Contribution Agreement (together, the “Title Representations”) and (b) 2.06 (other than the third sentence thereof which begins “The Contributor has not received notice […]”) of the Contribution Agreement (the “Commitment Representations”).
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Basic Representations with respect to a party means (i) in the case of Seller, the representations and warranties made by Seller in Sections 4.1, 4.2, 4.5 and 4.7, (ii) in the case of the Company, the representations and warranties made by the Company in Sections 5.1, 5.2, 5.5, 5.9(c) and 5.26 and (iii) in the case of Purchaser, the representations and warranties made by Purchaser in Sections 6.1, 6.2 and 6.8.
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Basic Representations means all representations and warranties in Sections 3.1 and 3.2 of this Agreement except the Fundamental Representations and the Interim Representations.
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Basic Representations means the representations and warranties made by the Company pursuant to Sections 3.1(a), 3.2, 3.5(c), 3.6(c) and 3.8.
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Related to Basic Representations

  • 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 Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • 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.

  • Additional Representation has the meaning specified in Section 3.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

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

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • 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).

  • 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).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • 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.

  • 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.

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

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

  • Repeating Representations means each of the representations set out in Clause 18.1 (Status), to Clause 18.22 (No Material Adverse Effect) other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information) and Clause 18.13 (No proceedings pending or threatened).

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

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Fundamental Representation has the meaning set forth in Section 9.1.

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

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • 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.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by EQT, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.