Closing Warranties definition

Closing Warranties means each of the representations and warranties set forth in Article II other than Section 2.1(d)(i) (Charter Documents; Books and Records), and Sections 2.1(g)(i) (Audited Financial Statements), 2.1(g)(ii) (Interim Financial Statements) and 2.1(g)(iii) (Interim Pro Forma Financial Statements).
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Closing Warranties means those statements set forth at Sections 3.06 to 3.17 (inclusive).
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Closing Warranties means the Cosan Closing Warranties and the Shell Closing Warranties and “Closing Warranty” shall be construed accordingly;
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Examples of Closing Warranties in a sentence

  • Each of the First Closing Warranties or the Second Closing Warranties (as the case may be) is to be construed separately and independently and (except where this Agreement provides otherwise) shall not be limited by reference to any other paragraph of Schedule 1 (Warranties).

  • The Signing Warranties and Closing Warranties are given subject to the limitations set out in Schedule 4 and the limitations set out in the Tax Covenant insofar as they are expressed to apply to the Tax Warranties.

  • Neither the Business Seller (in relation to the Business) nor any Target Company has received any written notice in the 24 months prior to the date of this Agreement, and, in relation to the Closing Warranties, the 24 months prior to the Closing Date, or any such longer period with respect to which a notice of infringement remains unresolved as at either such date, alleging that the operations of the European Business infringe the Intellectual Property Rights of a third party.

  • There have been no product recalls in relation to any of the products of the European Business in the three years prior to the date of this Agreement, and, in relation to the Closing Warranties, the three years ending on the Closing Date, other than in relation to any facts, matters or circumstances generally affecting the industry in which the European Business operates and, so far as the Seller is aware, there are no circumstances which are likely to give rise to any such product recalls.


More Definitions of Closing Warranties

Closing Warranties has the meaning given in clause 7.1(b);
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Closing Warranties means those Vendor’s Warranties repeated on the Closing Date pursuant to § 8.2 below;
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Closing Warranties means the Warranties at clause 11.1; paragraphs 1, 2.1, 2.3, 2.4, 3.3, 5.1 to 5.3 (inclusive), 6, 7.1 to 7.3 (inclusive) of Part A of Schedule 6; paragraphs 1, 2, 5, 8, 9, 11, 12.1 to 12.6 (inclusive) of Part B of Schedule 6; paragraphs 1.5, 1.7, 1.9, 1.11, 1.14 of Part D of Schedule 6; and Parts E, F and G of Schedule 6.
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Closing Warranties shall have the meaning set forth in clause 7.3;
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Closing Warranties means the Cosan Closing Warranties and the Shell Closing Warranties and “Closing Warranty” shall be construed accordingly; “Cosan Closing Warranties” means the warranties set out in paragraphs 1, 3, 4.6, 7.1, 7.2, 8.4, 9.1.2, 9.2, 10.1, 10.2, 10.3, 11.2, 15 and 20 of Schedule 9; “Derivatives Policies” means the Interim Commodities and Derivatives Policies and the Treasury Policies;
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Closing Warranties means each of the warranties in the following sections of Article III:
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Related to Closing Warranties

  • 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.

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

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

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

  • Tax Warranties means the warranties contained in Part 2 of Schedule 8;

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

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this 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).

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • 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)).

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

  • 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.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

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

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

  • 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).

  • 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.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • 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.

  • 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.

  • 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).

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

  • Seller’s Closing Documents as defined in Section 3.2(a).