Company Representations and Warranties definition

Company Representations and Warranties shall have the meaning as set forth in Clause 6.2.
Sample 1
Company Representations and Warranties means and refers to the representations and warranties as set out in Schedule VIII;“Condition(s) Precedent”means the conditions precedent specified in clause 3.1 which are required to be satisfied by the Company;“Disbursement”means the lending and release of Facility by the Investor to the Company on the Drawdown Date(s), in accordance with the terms and conditions contained in the Agreement;“Disbursed Facility”shall mean aggregate of all Disbursements from time to time.“Drawdown Date”means the Business Day on which the Disbursement of Facility shall take place following receipt by the Investor of a Drawdown Notice;"Due Date"shall mean and refer the following:• for repayment of the Fixed Component Payment - the First Fixed Component Payment Date or the Subsequent Fixed Component Payment Date, as the case may be; and• for payment of Additional Payment - the last day of the calendar month in which Effective Discount Rate is changed, and if such day is not a Business Day, then the Business Day immediately preceding such day."Effective Discount Rate"shall mean at any relevant time, the Benchmark Rate plus the Spread10.“Escrow Account”shall have the meaning specified in the Escrow Account Agreement.“Escrow Account Agreement”shall mean the escrow account agreement entered into or to be entered into between the Company, the Investor and the Escrow Bank.“Escrow Bank”shall have the meaning specified to it in the Escrow Account Agreement.“Event of Default”means any event specified as being an event of default under clause 9.2.
Sample 1
Company Representations and Warranties means and refers to the representations and warranties as set out in Schedule IV hereto.
Sample 1

Examples of Company Representations and Warranties in a sentence

  • The Subscriber further agrees that he or she has had the opportunity to ask questions of management of the Company relative to these risk factors and any other factors relating the risk of this investment.4. Company Representations and Warranties.

  • Annexure 2 Exceptions to Company Representations and Warranties Other than as disclosed in Schedule 8.Q to the Agency Agreement and the Form-10 Q for the quarter ended March 31, 2008, transactions with AXIS Consultants Pty Ltd since March 31, 2008 have been in the normal course of business.

  • His associate, Ms. Kittredge, is less experienced, but seeks the lower rate of $225 per hour.

  • To the Knowledge of Purchaser, as of the date hereof, the Company Representations or Warranties are true and correct (provided that, for purposes of Purchaser’s representation and warranty in this Section 4.11, the phrase “to the Knowledge of Seller” in the Company Representations and Warranties shall be disregarded).

  • The obligation of the Company to sell and issue the Shares to each Investor at the Closing and each Subsequent Closing is subject to the prior fulfillment of the following conditions, any of which may be waived by the Company: Representations and Warranties.

  • In order to induce Buyer to enter into this Agreement, the Company hereby makes the following representations and warranties to Buyer (the "Company Representations and Warranties").

  • Section 7.01 Company Representations and Warranties..................................................

  • To the Knowledge of Purchaser, as of the date hereof, the CompanyRepresentations or Warranties are true and correct (provided that, for purposes of Purchaser’s representation and warranty in this Section 4.11, the phrase “to the Knowledge of Seller” in the Company Representations and Warranties shall be disregarded).

  • Unless otherwise specifically provided herein, the Company Representations and Warranties shall be true and correct in all respects as of the date hereof subject to the provisions hereof regarding the expiration thereof and changes expressly contemplated hereby.

  • No Other Company Representations and Warranties 45 Article V Representations and Warranties of Parent Section 5.01.


More Definitions of Company Representations and Warranties

Company Representations and Warranties has the meaning set forth in Section 7.1;
Sample 1
Company Representations and Warranties means the representations and warranties of the Company set forth under Article III in the Stock Purchase Agreement.
Sample 1
Company Representations and Warranties has the meaning ascribed to it in SECTION 3 of this Agreement.
Sample 1
Company Representations and Warranties has the meaning ascribed to it in Section 4 of the Stock Agreement, and in addition, any representation or warranty made by Company in any Ancillary Document referred to in the Stock Agreement.
Sample 1

Related to Company Representations and Warranties

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

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

  • 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 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).

  • 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;

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

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

  • 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).

  • 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).

  • 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.

  • 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.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

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

  • 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).

  • 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.

  • 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).

  • 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.

  • 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).

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

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

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