Buyer Specified Representations definition

Buyer Specified Representations means the representations and warranties made in Section 4.1 and Section 4.2.

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

• The Buyer Specified Representations shall be true and correct in all respects as of the Closing Date as though made on the Closing Date (without regard to any express qualifier therein as to materiality), except to the extent such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct as of such earlier date) and except for such breaches that, in the aggregate, are not material.

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• Except for claims for indemnification with respect to Section 8.2(a) based upon, resulting from, arising out of, caused by or in connection with any breach of any Buyer Specified Representations, the maximum indemnification amount to which the Seller Indemnitees may be entitled pursuant to Section 8.2(a) shall be equal to the value of the Indemnification Cap.

• The Seller Specified Representations and the Buyer Specified Representations shall survive the Closing Date indefinitely.

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 has the meaning specified in Section 10.1(b). “Buyer Statutory Statements” has the meaning specified in Section 6.4. “Cedant” means HLIC.

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 and warranties set forth in Section 4.1, Section 4.2, Section