Buyer Specified Representations definition

Buyer Specified Representations means the representations and warranties set forth in Section 4.1, Section 4.2, Section 4.3 and Section 5.13(a).

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Buyer Specified Representations has the meaning set forth in Section 7.1(a)(i).

Buyer Specified Representations means the representations and warranties of the Buyers set forth in Sections 3.1(Organization, Power and Standing), 3.4 (Validity and Enforceability) and 3.5 (Brokers).

Examples of Buyer Specified Representations in a sentence

• Each of the Buyer Specified Representations and the Buyers’ Guarantor representations and warranties contained in Section 8.19(c) shall be true and correct in all respects as of the date hereof and as of the Closing Date.

• Each of the representations and warranties of the Seller contained in Article 4 (other than the Seller Specified Representations), of the Seller and the Company contained in Article 5 (other than the Company Specified Representations and the Other Representations) and of the Buyer contained in Article 6 (other than the Buyer Specified Representations) shall survive until the first anniversary of the Closing Date.

• In any event, the maximum amount for which Buyer shall be liable in the aggregate under Section 8.2(b)(i) (other than in connection with any breach of the Buyer Specified Representations) shall not exceed the Indemnification Cap.

• Each of the Seller Specified Representations, the Company Specified Representations and the Buyer Specified Representations shall survive until the second anniversary of the Closing and the Other Representations shall survive until December 27, 2012.

• Subject to the limitations and other provisions of this Agreement, the Buyer Specified Representations and the Seller Specified Representations shall survive the Closing and remain in full force and effect until the expiration of the applicable statute of limitations for the underlying matter (giving effect to any waiver, mitigation, or extension thereof) plus ninety (90) days.

More Definitions of Buyer Specified Representations

Buyer Specified Representations is defined in Section 8.3(b).

Buyer Specified Representations means the representations and warranties of Buyer set forth in Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.6 (Brokers) of this Agreement.

Buyer Specified Representations has the meaning set forth in Section 5.1.

Buyer Specified Representations has the meaning set forth in Section 9.2.

Buyer Specified Representations means Section 5.01 (Organization; Power; Execution), Section 5.02 (Non-Contravention), and Section 5.04 (Brokerage Fees). “Cap” has the meaning set forth in Section 7.04(a). “CARES Act” means, collectively, (a) the Coronavirus, Aid, Relief and Economic Security Act (Pub. L. 116-136), (i) as amended by each of (1) the Paycheck Protection Program and Health Care Enhancement Act, (2) the Paycheck Protection Program Flexibility Act of 2020, (3) the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, (4) Title V of the American Rescue Plan Act of 2021 (“ARP Act”), and (5) the PPP Extension Act of 2021, and (ii) as otherwise amended from time to time, and the regulations promulgated thereunder, as amended, and (b) the Consolidated Appropriations Act, 2021, as amended from time to time, and the regulations promulgated thereunder, as amended. “Cash” means the cash, cash equivalents and marketable securities of the Company Entities, as adjusted for deposits in transit, outstanding checks and pending electronic transfers, determined in accordance with GAAP; provided, however, that “Cash” shall not include any of the foregoing to the extent held as security by any counterparty of any Company Entity or otherwise classified as restricted under GAAP. “Cash Consideration” means $27,000,000, and shall be subject to adjustment pursuant to Section 2.03(b) and Section 2.04. “Certified Closing Indebtedness” has the meaning set forth in Section 2.03(a). “Certified Transaction Expenses” has the meaning set forth in Section 2.03(a). “Chancery Court” has the meaning set forth in Section 8.08(b). “Change of Control of Buyer” means a sale or other transfer of (i) fifty percent (50%) or more of the voting interests of Buyer or (i) substantially all of the assets of Buyer, in each case to a Person that is not an Affiliate of Buyer. “Claim” has the meaning set forth in Section 7.05. “Claim Notice” has the meaning set forth in Section 7.05. “Closing” has the meaning set forth in Section 2.01. “Closing Cash” means the Cash as of the Effective Time; provided, however, that Closing Cash shall not exceed $400,000. “Closing Date” has the meaning set forth in Section 2.01.

Buyer Specified Representations means the representations of Buyer made in Sections ‎4.1 (Organization and Standing), ‎4.2 (Authority) and ‎4.10 (Brokers);

Buyer Specified Representations means the representations and warranties set forth in Section 4.1, Section 4.2, Section