Business Representations definition

Business Representations shall have the meaning as set out in Clause 10.4;
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Business Representations shall have the meaning ascribed thereto in Section 8.1.1 hereof.
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Business Representations is defined in Section 9.3(a)(iii). “Cash Consideration” is defined in Section 1.6(a). “Closing” is defined in Section 2.1. “Closing Cash Payment” means (a) the Initial Cash Consideration, plus (b) the excess, if any, of Estimated Net Working Capital over the Net Working Capital Target, minus (c) the excess, if any, of the Net Working Capital Target over the Estimated Net Working Capital, minus (d) the Closing Indebtedness, minus (e) the Closing Transaction Expenses.
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Examples of Business Representations in a sentence

  • The Business Representations and Warranties other than the representations and warranties in relation to Clause 11.19 ( Employment - Pension), Clause 11.23 (Tax Matters) and Clause 11.14 (Environment) shall survive the Initial Closing and shall continue to be in full force and effect during a period of twenty-four (24) months starting from the Initial Closing Date.

  • Bingo agrees with Bidder to indemnify Bidder from any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that Bidder suffers, incurs or is liable for arising out of any breach of any of the Bingo Business Representations and Warranties.

  • Target Insured Indemnity means each of: (a) the Target Indemnity, to the extent that it is given in respect of the Target Business Representations and Warranties; and (b) the Target Tax Indemnity.Target LTIP means the long-term equity incentive plans of Target in existence as at the date of this deed, which are governed by the Target LTIP Rules.

  • Target agrees with Bidder to indemnify Bidder against any Claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that Bidder suffers, incurs or is liable for as a result of any breach of any of the Target Business Representations and Warranties.

  • Navitas Business Representations and Warranties means the representations and warranties set out in paragraphs 9 (Navitas Group) to 23 (Specific Compliance Matters) of Schedule 3.Navitas Committee Members means David Buckingham, Phil Mirams and Matthew Rumpus or one of their nominees.

  • Target Representations and Warranties means the Target Scheme Representations and Warranties and the Target Business Representations and Warranties.

  • The Plan was formally submitted to the Secretary of State on 23 March 2017 following an 8 week consultation period which took place between 9 December 2016 and 3 February 2017.

  • If development plans are not available, implementing agencies could conduct a macro analysis of the economic conditions in the region to identify the key productivity constraints.

  • The Indemnifier* represents and warrants to Western Power* that, as at the Commencement Date*, there has been no material change in the Indemnifier*'s financial position since the date Western Power* received information from the Indemnifier* stating that position.

  • John Barilaro MP, Deputy Premier, Minister for Regional NSW, Minister for Skills, and Minister for Small Business Representations made at meetings with Ministers Hancock and Pavey.


More Definitions of Business Representations

Business Representations has the meaning given in Section 11.1.
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Business Representations has the meaning set forth in Section 9.1 (Survival of Representations and Warranties).
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Business Representations is defined in Section 3.01(a)
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Business Representations means the representations and warranties set forth, with respect to Company Entities, in Article IV, other than in Section 4.01, Section 4.02, Section 4.03, Section 4.04(a) and Section 4.05.
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Business Representations is defined in Section 8.1.
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Related to Business 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.

  • 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.

  • 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).

  • 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.

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

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

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

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

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

  • 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).

  • 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).

  • 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 Representations has the meaning set forth in Section 8.1.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • 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.

  • 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.

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

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

  • 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.

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Additional Representation has the meaning specified in Section 3.

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