Certificate of Representations and Warranties definition

Certificate of Representations and Warranties means and refer to the Existing Certificate as amended and supplemented by the Third Supplemental Certificate, together with any subsequent amendments, modifications, renewals, or extensions thereof.
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Certificate of Representations and Warranties. As defined in Section 8(c)(vi).
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Certificate of Representations and Warranties means the Certificate of Representations and Warranties of Xxxx Xxxxx, the President of the Company, substantially in the form attached as Exhibit 16 hereto.
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Examples of Certificate of Representations and Warranties in a sentence

  • Purchaser shall deliver on the Closing Date a certificate to this effect, referred to as Purchaser Certificate of Representations and Warranties.

  • The Buyer shall deliver on the Closing Date a certificate to this effect, referred to as the Buyer Certificate of Representations and Warranties.

  • The Company shall deliver on the Closing Date a certificate to this effect, referred to as the Company Certificate of Representations and Warranties.

  • From the date hereof to the First Closing, (and from the date hereof to the Second Closing as to the representations and warranties in Section 4.1(a), (b), (c) and (h)) Grand Court shall not take or fail to take any action which action or failure to take such action shall cause the representations and warranties made by Grand Court herein (including the Certificate of Representations and Warranties attached hereto as Exhibit "G") to be untrue or incorrect as of such Closing.

  • The Selling Shareholders shall cause to be delivered on the Closing Date the certificate to this effect, referred to in this Agreement as the Certificate of Representations and Warranties executed by the President and Chief Executive Officer of NPC.

  • The Selling Members shall cause to be delivered on the Closing Date the certificate to this effect, referred to in this Agreement as the Certificate of Representations and Warranties executed by each Selling Member.

  • NuOasis shall cause to be delivered on the Closing Date the certificate to this effect, referred to in this Agreement as the Certificate of Representations and Warranties executed by the President and Chief Executive Officer of NuOasis.

  • Purchaser shall deliver on the Closing Date a certificate to this effect, referred to as Purchaser’s Certificate of Representations and Warranties.

  • The Members shall cause to be delivered on the Closing Date the certificate to this effect, referred to in this Agreement as the Certificate of Representations and Warranties executed by each Member.

  • The Shareholders shall cause to be delivered on the Closing Date the certificate to this effect, referred to in this Agreement as the Certificate of Representations and Warranties executed by the Director of the Shareholders.

Related to Certificate of 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.

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

  • 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.

  • 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.

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

  • 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.

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

  • 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).

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Letter of Representations means any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.

  • 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)).

  • 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.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

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

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

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

  • Investment Representation Letter As defined in Section 5.02(b).

  • 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).

  • 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.

  • 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).

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

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • 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).

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