Buyer Representations and Warranties definition

Buyer Representations and Warranties has the meaning given in Clause 7.2.1.
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Buyer Representations and Warranties has the meaning set out in Clause 10;
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Buyer Representations and Warranties means, collectively, the representations and warranties made by the Buyer in:
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Examples of Buyer Representations and Warranties in a sentence

  • As of Closing, all the Buyer Representations and Warranties shall be true and all the Buyer Covenants shall be complied with and performed in all material respects.

  • All representations and warranties of Buyer contained in Sections 3.1 to 3.4 shall survive the Closing Date ("Surviving Buyer Representations and Warranties").

  • Buyer Representations and Warranties: Buyer has prepared certain schedules which are attached hereto and incorporated by reference herein (the "Buyer Schedules").

  • Each of the representations and warranties made by Buyer in this Agreement (other than the Buyer Representations and Warranties) shall be true and correct in all material respects at and as of the Effective Date and at and as of the Closing Date.

  • The Buyer represents and warrants to Aconex (in its own right and separately as trustee or nominee for each of the other Aconex Indemnified Parties) each of the Buyer Representations and Warranties.

  • Buyer Representations and Warranties 28 3.1 Organization, Existence, Standing and Authority of Buyer 28 3.2 Execution and Delivery 28 3.3 Consents, Waivers and Approvals 29 3.4 Investment Purpose 29 3.5 Brokers and Consultants 29 3.6 No Violation 29 3.7 Investment Company 30 3.8 Pending Suits and Proceedings 30 3.9 Payment of Purchase Price 30 3.10 Financial Statements 30 3.11 Conduct of Business 31 3.12 Disclosure 31 B.

  • For the avoidance of doubt, in the Buyer Representations and Warranties references to “Securities” shall be deemed references to the Additional Debenture and the shares of Common Stock issuable upon conversion thereof.

  • For the avoidance of doubt, in the Buyer Representations and Warranties references to “Securities” shall be deemed references to the Additional Debenture and the shares of Common Stock issuable upon conversion thereof, references to “Conversion Shares” shall be deemed to reference the shares of Common Stock issuable upon conversion of the Additional Debenture, and any reference to “Transaction Documents” shall be deemed to include a reference to this Agreement and to the Additional Debenture.

  • All Core Buyer Representations and Warranties contained in this Agreement shall be true and correct in all respects as of the Date of this Agreement and as of the Closing (except to the extent any such representation and warrantyspeaks only as of another date, in which event such representations and warranty shall have been true and correct as of such date).


More Definitions of Buyer Representations and Warranties

Buyer Representations and Warranties means, collectively, the representations and warranties made by the Buyer in: (a) Article VI; and (b) the certificate delivered by the Buyer pursuant to Section 9.02(d); and, each of them individually is a “Buyer Representation and Warranty”.
Sample 1

Related to Buyer Representations and Warranties

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

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

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

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

  • 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.

  • 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).

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

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • 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).

  • 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.

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

  • 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.

  • 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.

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

  • 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.

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

  • 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.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Tax Warranties means the warranties contained in Part 2 of Schedule 8;

  • 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).

  • 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)).

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • 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).