Closing Representations definition

Closing Representations means those representations and warranties contained in Section 2 as made by the Company at a Closing.
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Closing Representations means all of the representations and warranties in Article 4, excluding for purposes of Section 10.16 only the Signing Representations.
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Closing Representations means, in relation to the Obligor’s Agent and any Obligor, each of the representations set out in Clauses 20.4 (Status) to Clause 20.9 (Governing law and enforcement) (inclusive but excluding paragraph (c) of Clause 20.6 (Non-conflict with other obligations)) and paragraph (d) of Clause 20.12 (No misleading information) and additionally, in relation to the Obligor’s Agent only, Clause 20.28 (Ownership of Obligors), paragraphs (a) and (b) of Clause 20.30 (Acquisition Documents) and Clause 20.32 (No Trading).
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Examples of Closing Representations in a sentence

  • Closing; Representations and Warranties of the Initial Purchasers.

  • Notwithstanding the foregoing, at any time prior to the Closing, TAP may update and revise the TAP Disclosure Schedules with respect to the Signing Representations and the Closing Representations.

  • The Closing Representations made by the Company at the Third Closing that constitute Designated Representations shall be true and correct at the Third Closing, after giving effect to the Signing Disclosures.

  • The Closing Representations made by the Company at the Second Closing that do not constitute Designated Representations, after giving effect to the Signing Disclosures and the Updated Disclosures shall be true and correct at the Second Closing, except for such breaches as would not reasonably be expected to have a Material Adverse Effect.

  • The Closing Representations made by the Company at the Third Closing that do not constitute Designated Representations, after giving effect to the Signing Disclosures and the Updated Disclosures, shall be true and correct at the Third Closing, except for such breaches as would not reasonably be expected to have a Material Adverse Effect.

  • Subject to the following sentence, TAP shall deliver a final version of the TAP Disclosure Schedules with respect to the Closing Representations as soon as practicable after the date hereof, but no later than thirty (30) days after the date hereof.

  • As of the Closing Date and to the Closing Knowledge of TAP, TAP hereby makes the Closing Representations to TAH, Abbott and Newco, except as specifically set forth in the TAP Disclosure Schedules, as delivered and updated pursuant to Section 10.16.

  • On April 20, 2020, the Commission granted exemptive relief from certain provisions of the CAT NMS Plan related to broker- dealers that do not qualify as Small Industry Members solely because such broker-dealers satisfy Rule 0–10(i)(2) under the Exchange Act in that they introduce transactions on a fully disclosed basis to clearing firms that are not small businesses or small organizations (referred to as ‘‘Introducing Industry Members’’).

  • TAP shall deliver on the date hereof (i) TAP Disclosure Schedules with respect to the Signing Representations and (ii) a preliminary version of the TAP Disclosure Schedules with respect to the Closing Representations.

  • At the 8-fold actuator, additionally the fifth channel must be connected to a load.


More Definitions of Closing Representations

Closing Representations means the representations and warranties contained in Section 2.1 through 2.6, Sections 2.15(b) and (c) and Section 2.18.
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Closing Representations means the representations and warranties of the Company contained in Article III of this Agreement.
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Closing Representations means, in relation to the Obligor's Agent and any Obligor, each of the representations set out in Clauses 20.4 (STATUS) to Clause 20.9 (GOVERNING LAW AND ENFORCEMENT) (inclusive but excluding paragraph (c) of Clause 20.6 (NON-CONFLICT WITH OTHER OBLIGATIONS)) and paragraph (d) of Clause 20.12 (NO MISLEADING INFORMATION) and additionally, in relation to the Obligor's Agent only, Clause 20.28 (OWNERSHIP OF OBLIGORS), paragraphs (a) and (b) of Clause 20.30 (ACQUISITION DOCUMENTS) and Clause 20.32 (NO TRADING).
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Related to Closing Representations

  • 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).

  • 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.

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

  • 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 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).

  • 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).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • 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.

  • 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).

  • 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.

  • 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.

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

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

  • 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.

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • 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).

  • 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.

  • 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.

  • PAYEE 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.

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

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

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • 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.

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