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.

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

  • 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.

  • 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.

  • 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.

  • Notwithstanding the foregoing, in the event that the Closing Representations and Covenants Certificate is executed and delivered by the Parties, such certificate shall be integrated into, and form a part of, this Agreement.

  • The Closing Representations made by the Company at the First Closing that do not constitute Designated Representations or the representations and warranties set forth in Section ‎2.20(b) shall, after giving effect to the Signing Disclosures and the Updated Disclosures, be true and correct at the First Closing, except for such breaches as would not reasonably be expected to have a Material Adverse Effect.

  • The obligations of the Buyer to purchase the Equity Interests and to take the other actions required to be taken by them at and subsequent to the Closing are subject to the satisfaction at or prior to the Closing of each of the following conditions, any one or more of which Buyer or Matrix may waive in whole or in part at or prior to the Closing: Representations True.

  • Delivery of an Accession Letter constitutes confirmation by the relevant Consolidated Subsidiary of MGG or Debtco (as the case may be) that the Repeating Representations (or, during the Closing Period, the Closing Representations) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.


More Definitions of Closing Representations

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).
Sample 1
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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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 Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

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

  • 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 18.1 (Status), to Clause 18.22 (No Material Adverse Effect) other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information) and Clause 18.13 (No proceedings pending or threatened).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • 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 The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • 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 the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by EQT, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.

  • Tax Representation Letters has the meaning assigned in Section 5.16(a).

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

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

  • 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.

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