Closing No Claims Declaration definition

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 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 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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Examples of Closing No Claims Declaration in a sentence

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


More Definitions of Closing No Claims Declaration

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 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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Related to Closing No Claims Declaration

  • Section 510(b) Claims means any Claim against a Debtor arising from rescission of a purchase or sale of an equity security of the Debtors or an Affiliate of the Debtors for damages arising from the purchase or sale of such an equity security or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • 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 (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

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

  • Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).

  • 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 the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, 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.

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.

  • 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.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Schedule of Retained Causes of Action means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time.

  • Disclosure Statement Approval Order means the Final Order approving, among other things, the adequacy of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code.

  • Pre-Closing Tax Periods means all taxable periods of the Company ending on or before the Closing Date.