Business Representations and Warranties definition

Business Representations and Warranties shall have the meaning as set forth in Clause 6.3.
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Business Representations and Warranties means all the representations and warranties made by the Parent, the Company or Holdings other than the Fundamental Representations.
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Examples of Business Representations and Warranties in a sentence

  • Likewise, claims of the Series D Investors for a breach of the Business Representations and Warranties shall be excluded with respect to such circumstances which are fairly disclosed in this Agreement or one of the Annexes or Exhibits hereto.

  • Claims of the Series C Investors for a breach of the Business Representations and Warranties shall be excluded to the extent that the respective Series C Investor had positive knowledge (positive Kenntnis) of the circumstances underlying such breach; the contents of the virtual data room operated by the Company at “netfiles GmbH”, to which all Series C Investors who requested this have been granted access, shall be deemed to be known by all Series C Investors.

  • For the avoidance of doubt, notwithstanding the fact that the representations and warranties contained in the Exchange Agreement do not survive the Effective Time (as defined in the Exchange Agreement), the Company acknowledges and agrees that the Business Representations and Warranties contained in the Exchange Agreement and incorporated by reference into Section 3.1(a) of this Agreement shall survive the Closing.

  • Claims of the Series D Investors for a breach of the Business Representations and Warranties shall be excluded to the extent that the respective Series D Investor had positive knowledge (positive Kenntnis) of the circumstances underlying such breach; the contents of the virtual data room operated by the Company at "netfiles GmbH", to which all Series D Investors who requested this have been granted access, shall be deemed to be known by all Series D Investors.

  • Notwithstanding the foregoing, the Business Representations and Warranties set forth in Subsection 5.02(b) and Sections 5.06, 5.07, 5.09 through 5.21, 5.23, and 5.24 shall survive only for a period of two years after the Closing Date and the Business Representations and Warranties set forth in Section 5.08 shall survive only until expiration of the respective statute of limitations applicable to each Tax matter described therein.

  • Likewise, claims of the Series C Investors for a breach of the Business Representations and Warranties shall be excluded with respect to such circumstances which are fairly disclosed in this Agreement or one of the Annexes or Exhibits hereto.


More Definitions of Business Representations and Warranties

Business Representations and Warranties means all representations and warranties set forth in Article 5, other than those set forth in Subsections 5.02(a), (c), and (d) and Sections 5.03, 5.04 and 5.05.
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Business Representations and Warranties the representations contained in Paragraphs from 1.3 to 1.22 of Annex 7.
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Business Representations and Warranties means all representations and warranties in Article III other than the Fundamental Representations and Warranties.
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Business Representations and Warranties means all representations and warranties set forth in Articles IV, V and VI of this Agreement (other than Organizational Representations and Warranties), in each case, to the extent relating to the Empress System Business, the Canadian Assets Business or Company, as applicable.
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Related to Business Representations and Warranties

  • 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.

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

  • 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;

  • 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.

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

  • 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).

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

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

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Seller Warranties means the warranties given by the Seller in Schedule 3;

  • 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.

  • 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).

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

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

  • 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).

  • 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.

  • 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).

  • 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).

  • 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.

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

  • 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).

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

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

  • 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.

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