Closing No Claims Declaration definition

Closing No Claims Declaration means the no claims declaration (in substantially the form attached hereto as Appendix 4) executed and submitted to the Insurer in connection with the underwriting of this Policy with respect to the Insured Closing Warranties.
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Closing No Claims Declaration means the Closing No Claims Declaration executed by each of the Deal Team Members on behalf of the Insured, an executed copy of which is attached as Appendix B2.
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Closing No Claims Declaration means the no claims declarations executed by any Deal Team Member at Closing, an executed copy of which is attached at Appendix C. 1 This is a conditional deemed disclosure. To be removed to the extent these compliance issues have been remedied and the Named Insured delivers evidence thereof to the Insurer, in form and substance reasonably satisfactory to the Insurer, in writing (which may be via email) within 30 days following the Closing.
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Examples of Closing No Claims Declaration in a sentence

  • Closing No Claims Declaration as set out in the W&I Insurance Policy.

  • At the Closing, the Purchaser shall give a copy of the Closing No Claims Declaration to the Seller Representatives.

  • If the Closing No Claims Declaration contains details of Actual Knowledge of a Breach of an Insured Closing Warranty or of any facts or circumstances which would reasonably be expected to give rise to a Breach of an Insured Closing Warranty, the Insurer shall not be entitled to terminate this Policy in accordance with clause 3.6 by reason of the failure by the Insured to satisfy condition 3.5(ii)(b), and the Policy will continue, but the Policy will not apply to any Loss arising out of such Breach.


More Definitions of Closing No Claims Declaration

Closing No Claims Declaration means the no claims declaration executed on behalf of the Deal Team Members at Closing, a template copy of which is attached at Appendix C.
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Closing No Claims Declaration means the closing no claims declaration in the form annexed at Appendix 2 to this Policy signed by or on behalf of the Policyholder and dated the date of Completion.
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Closing No Claims Declaration means a declaration in the form set out in appendix C-2 to the W&I
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Closing No Claims Declaration means the Closing No Claims Declaration delivered to the Insurer (each such term as defined in the R&W Policy) by or on behalf of each of the Deal Team Members as of immediately prior to the Closing pursuant to the R&W Binder Agreement.
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Closing No Claims Declaration means a declaration in the form set out in appendix C-2 to the W&I Insurance Policy;
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Related to Closing No Claims Declaration

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an Affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; (c) or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a claim; provided that a Section 510(b) Claim shall not include any claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an equity interest.

  • Released PAGA Claims means the claims being released as described in Paragraph 5.3 below.

  • 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.

  • 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.

  • Pre-Closing Environmental Liabilities means Environmental Liabilities that arise from facts, conditions or events first existing or first occurring at, on, under or from any Station Property before the Closing Date, including Liabilities with respect to Contamination first existing or first occurring before the Closing Date at a Station Property or at a site other than a Station Property to or at which any Seller or any of their predecessors or Affiliates disposed of or arranged for the disposal of any Hazardous Materials at or prior to the Effective Time.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

  • Seller Released Parties has the meaning set forth in Section 6.7(b).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Commercial Shared-Loss Agreement means the Commercial Shared-Loss Agreement attached to the Purchase and Assumption Agreement as Exhibit 4.15B.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • 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)).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.

  • Common Billing Agreement means an agreement between the Appointee and any other person under which that person has undertaken to pay, on terms agreed between them, charges for water supply or sewerage services, or both, in respect of two or more Houses which have a common Supply Pipe and which, in any case where that agreement relates to one of those services only, are also subject to a similar agreement for common billing between that person and the undertaker providing the other service;

  • 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.

  • JT No-Action Letters means SMC Capital, Inc., SEC No-Action Letter (pub. avail. Sept. 5, 1995) and Massachusetts Mutual Life Insurance Company, SEC No-Action Letter (pub. avail. June 7, 2000).

  • Environmental Losses means all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.

  • Victim or target of Nazi persecution means any individual persecuted or targeted for persecution by

  • Lawyer-guardian ad litem means an attorney appointed under section 17c of this chapter. A lawyer-guardian ad litem represents the child, and has the powers and duties, as set forth in section 17d of this chapter. The provisions of section 17d of this chapter also apply to a lawyer-guardian ad litem appointed under each of the following:

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • Closing protection letter means an agreement by the division to indemnify a lender or owner or both for loss caused by a division closer’s theft of settlement funds or failure to comply with written closing instructions relating to title certificate coverage when agreed to by the division closer.