BREACH OF REPRESENTATION definition

BREACH OF REPRESENTATION any representation or warranty made or deemed to be made or repeated by or in respect of the any Security Party in or pursuant to any of the Finance Documents or in any notice, certificate or statement referred to or delivered under any Finance Document is or proves to have been incorrect or misleading in any respect considered by the Majority Lenders to be material; or
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BREACH OF REPRESENTATION any representation, warranty or written statement made by the Borrower in this Agreement or in any notice or other document, certificate or written statement delivered by it pursuant thereto or in connection therewith is, or proves to have been, materially incorrect or misleading when made; or
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Examples of BREACH OF REPRESENTATION in a sentence

  • THE INDEMNIFICATION PROVISIONS IN THIS SECTION 8.3 ARE EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR STRICT LIABILITY OR ILLEGAL CONDUCT ON THE PART OF THE SELLER INDEMNITEES OR WHETHER DAMAGES ARE ASSERTED IN CONTRACT, QUASI-CONTRACT, BREACH OF REPRESENTATION AND WARRANTY (EXPRESS OR IMPLIED), PERSONAL INJURY OR OTHER TORT, UNDER LAW OR OTHERWISE.

  • NOTWITHSTANDING THE FOREGOING, THE SOLE AND EXCLUSIVE RIGHT AND REMEDY OF THE TRUSTEE WITH RESPECT TO A BREACH OF REPRESENTATION OR WARRANTY OF THE MORTGAGE LOAN SELLER SHALL BE THE CURE, PURCHASE OR SUBSTITUTION OBLIGATIONS OF THE MORTGAGE LOAN SELLER CONTAINED IN SECTIONS 5 AND 7 HEREOF.

  • ANY CLAIMS PURCHASER MAY HAVE FOR BREACH OF REPRESENTATION OR WARRANTY SHALL BE BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN ARTICLE V HEREOF (AS MODIFIED BY THE SCHEDULES HERETO AS SUPPLEMENTED OR AMENDED).

  • THE INDEMNIFICATION PROVISIONS IN THIS SECTION 8.2 ARE EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR STRICT LIABILITY OR ILLEGAL CONDUCT ON THE PART OF THE BUYER INDEMNITEES OR WHETHER DAMAGES ARE ASSERTED IN CONTRACT, QUASI-CONTRACT, BREACH OF REPRESENTATION AND WARRANTY (EXPRESS OR IMPLIED), PERSONAL INJURY OR OTHER TORT, UNDER LAW OR OTHERWISE.

  • EXCEPT FOR A BREACH OF REPRESENTATION SET FORTH IN SECTION 5.2.1 AND 5.3.1 AND EXCEPT FOR OBLIGATIONS THAT ARISE PURSUANT TO SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF THIS AGREEMENT BASED ON A CONTRACT OR QUASI-CONTRACT THEORY OF LIABILITY.

  • BUYER AND PARENT HEREBY ACKNOWLEDGE AND AGREE THAT (A) EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE 2 (AS QUALIFIED BY THE DISCLOSURE SCHEDULE), BUYER IS ACQUIRING THE ASSETS AND BUSINESS OF THE COMPANY ON AN "AS IS, WHERE IS" BASIS, AND (B) ANY CLAIMS BUYER OR PARENT MAY HAVE FOR BREACH OF REPRESENTATION OR WARRANTY MUST BE BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 2 (AS QUALIFIED BY THE DISCLOSURE SCHEDULE).

  • In connection with any transfer described herein to Term Loan Agent, the Revolving Credit Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of the Term Loan Agent and to be paid by Borrower) as shall be reasonably requested by the Term Loan Agent to permit the Term Loan Agent to obtain, for the benefit of the Term Loan Secured Parties, a first priority security interest in the Control Collateral.

  • CUSTOMER SHALL RELEASE, DEFEND, PROTECT, INDEMNIFY AND HOLD BISON AND ITS GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, EXPENSES, DAMAGES, COSTS AND/OR LIABILITIES ARISING FROM OR IN ANY WAY RELATING TO ANY EXPOSURE OF THE GOODS TO HAZARDOUS MATERIAL OR WASTE AND CUSTOMER’S AFOREMENTIONED OBLIGATION SHALL APPLY NOTWITHSTANDING BISON’S OWN ACTIVE OR PASSIVE NEGLIGENCE (BE IT SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, BREACH OF REPRESENTATION, WARRANTY OR CONTRACT, OR OTHER FAULT.

  • None of these changes improved the underlying quality of the review.

  • IN NO EVENT SHALL UNIVERSAL DISPLAY’S LIABILITY FOR ANY BREACH OR ALLEGED BREACH OF REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT EXCEED [The confidential material contained herein has been omitted and has been separately filed with the Commission.].

Related to BREACH OF REPRESENTATION

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Breach of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Breach of trust means a breach of any duty imposed on a trustee by this Act or by the terms of the trust;

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

  • Letter of Representations means any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • 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.

  • Breach of system security means unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of sensitive personal information maintained by a person, including data that is encrypted if the person accessing the data has the key required to decrypt the data. Good faith acquisition of sensitive personal information by an employee or agent of the person for the purposes of the person is not a breach of system security unless the person uses or discloses the sensitive personal information in an unauthorized manner. Business and Commerce Code 521.053(a)

  • 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.

  • Additional Representation has the meaning specified in Section 3.

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

  • Breach of Duty means the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of the Statute.

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

  • 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;

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

  • 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.

  • 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)).

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Investment Representation Letter As defined in Section 5.02(b).

  • 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.

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

  • Repeating Representations means each of the representations set out in Clause 19.1.1 (Status) to Clause 19.1.6 (Governing law and enforcement), Clause 19.1.10 (No default) to Clause 19.1.19 (Pari passu ranking) and Clause 19.1.25 (Sanctions).

  • 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.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • 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).