Closing Date Representations and Warranties definition

Closing Date Representations and Warranties means, solely with respect to the Lead Borrower and its Subsidiaries, (a) those representations and warranties set forth in the Acquisition Agreement that (i) are material to the interests of the Lenders and (ii) a breach of any of which would permit Holdings or Merger Sub to terminate their respective obligations thereunder, (b) those representations and warranties set forth in the first and second sentence of SECTION 3.01 to the extent the same relate to the entering into and performance of the Loan Documents, SECTION 3.02, SECTION 3.08, SECTION 3.16 and SECTION 3.19 hereof and (c) the deemed representation and warranty that before and after giving effect to the initial Revolving Loans and the initial Letters of Credit, if any, to be made on the Closing Date, no Default or Event of Default shall have occurred and be continuing in respect of the provisions of SECTION 5.11 hereof.
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Closing Date Representations and Warranties means the representations and warranties of Sellers contained in Sections 4.1, 4.2, 4.3, 4.5(a), (b) and (c), 4.7 (a), (b) and (d), 4.13, 4.19, 4.21 and 4.22.
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Closing Date Representations and Warranties means, solely with respect to the Acquired Business, (a) those representations and warranties set forth in the final Purchase Agreement dated as of January 8, 2006 made by the Seller in respect of the Acquired Business that (i) are material to the interests of the Lenders and (ii) a breach of any of which would permit US Acquisition Corp. to terminate its obligations thereunder and (b) those representations and warranties set forth in Sections 5.01, 5.02, 5.03 and 5.15, in each case to the extent the same relate to the entering into and performance of the Loan Documents, and Section 5.12.
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Examples of Closing Date Representations and Warranties in a sentence

  • The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by the Seller) of each of the following conditions on or prior to the Closing Date: Representations and Warranties.

  • The Purchaser shall have received an opinion of counsel to the Seller, dated the Closing Date, substantially in the form attached hereto as Exhibit H CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligations of the Seller at Closing under Article II of this Agreement are subject to the satisfaction or waiver by the Seller of the following conditions precedent on or before the Closing Date: Representations and Warranties True as of Closing Date.

  • Section 4.1. Closing Date Representations and Warranties.....................

  • The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by the Purchaser) of each of the following conditions on or prior to the Closing Date: Representations and Warranties.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER The obligations of the Purchaser at Closing under Article II of this Agreement are subject to the satisfaction or waiver by the Purchaser of the following conditions precedent on or before the Closing Date: Representations and Warranties True as of Closing Date.


More Definitions of Closing Date Representations and Warranties

Closing Date Representations and Warranties means, solely with respect to the Lead Borrower and its Subsidiaries, (a) those representations and warranties set forth in the Acquisition Agreement that (i) are material to the interests of the Lenders and (ii) a breach of any of which would permit Burlington Coat Factory Holdings, Inc. and BCFWC Mergersub, Inc. to terminate their respective obligations thereunder, (b) those representations and warranties set forth in SECTION 3.01, SECTION 3.02, SECTION 3.03, SECTION 3.16, and SECTION 3.17 hereof and (c) the provisions of SECTION 5.11 hereof.
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Closing Date Representations and Warranties means, solely with respect to the Borrower and its Subsidiaries, (a) those representations and warranties set forth in the Acquisition Agreement that (i) are material to the interests of the Lenders and (ii) a breach of any of which would permit BCF Holdings and BCFWC Mergersub, Inc. to terminate their respective obligations thereunder, (b) those representations and warranties set forth in SECTION 3.01, SECTION 3.02, SECTION 3.03, SECTION 3.16 and SECTION 3.17 hereof and (c) the provisions of SECTION 5.11 hereof.
Sample 1
Closing Date Representations and Warranties means, solely with respect to the Borrowers and their Subsidiaries, (a) those representations and warranties set forth in the final Merger Agreement dated as of April 15, 2007 made by the Seller in respect of UHS and its Subsidiaries that (i) are material to the interests of the Lenders and (ii) a breach of any of which would permit Merger Sub to terminate its obligations thereunder and (b) those representations and warranties set forth in Sections 5.01, 5.02, 5.03, 5.04, 5.15 and 5.16, in each case to the extent the same relate to the entering into and performance of the Loan Documents, and Section 5.12.
Sample 1

Related to Closing Date 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.

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

  • 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’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.

  • 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.

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

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

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

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • 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).

  • 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.

  • 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.

  • 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.

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

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

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

  • 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)).

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

  • 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.

  • 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).

  • 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.

  • 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;

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