Company Special Representations definition

Company Special Representations means the representations and warranties contained in Section 3.14, Section 3.15, Section 3.16 and Section 3.19.
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Company Special Representations means (a) the Company Fundamental Representations and (b) the representations and warranties set forth in Section 3.7 (Tax Representations).
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Company Special Representations means the representations and warranties set forth in the Section 5.19, Section 5.22, Section 5.23 and Section 5.25.
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Examples of Company Special Representations in a sentence

  • In the case of breaches of the Company Special Representations, after the Indemnified Parties have exhausted all amounts in the Escrow Fund, the Indemnified Parties shall be permitted to seek recovery for Losses suffered by the Indemnified Parties directly from the Entitled Holders provided that each Entitled Holder shall be liable, on a several and not joint basis, solely for such Entitled Holder’s pro rata amount of any Losses resulting therefrom.

  • In the case of indemnification obligations under Section 9.1(a) or Section 9.2(a) with respect to the Company Special Representations, the Fundamental Representations, Section 3.16 (Employee Benefits) and pursuant to Sections 9.1(b)-(g) and Section 9.2(b), no Shareholder shall have any Liability whatsoever to the Parent Indemnified Parties except to the extent of such Shareholder’s Pro Rata Share.

  • The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with the other matters listed in Section 8.2(a), consisting of claims alleging (i) intentional fraud by or on behalf of the Company under this Agreement, and (ii) any failure of any of the Company Special Representations to be true and correct, shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the date that is 30 days following the expiration of the applicable statute of limitations.

  • Except in the case of indemnification obligations under Section 9.1(a) or Section 9.2(a) with respect to the Company Special Representations, the Fundamental Representations, Section 3.16 (Employee Benefits) and pursuant to Sections 9.1(b)-(g) and Section 9.2(b), no Shareholder shall have any Liability whatsoever to the Parent Indemnified Parties except to the extent of such Shareholder’s interest in the Escrow Fund.


More Definitions of Company Special Representations

Company Special Representations means those representations and warranties made by the Company and the Keen Managed Reserve Trust in Sections 6.1 (Organization and Valid Existence), 6.2 (Authority to Conduct Business), 6.4 (Authority; Authorization; Enforceability), 6.5 (clause (i) only) (Noncontravention), 6.7 (Investments in Other Persons), 6.8 (Capitalization of Company and Company Subsidiaries), 6.9 (Rights and Stock Options), 6.26 (Tax Matters) and 6.33 (Brokers).
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Company Special Representations means those representations and warranties made by the Company and the Keen Managed Reserve Trust in
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Company Special Representations means the representations and warranties set forth in Section 3.8 (Taxes) and Section 3.10 (Intellectual Property).
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Company Special Representations. 13.1(a) “Company Stockholder Approval” 3.3(a)
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Related to Company Special Representations

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

  • 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).

  • 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 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).

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

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

  • Additional Representation has the meaning specified in Section 3.

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

  • 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.

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

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

  • 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).

  • 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.

  • 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.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

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

  • 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)).

  • 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.

  • 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 Reps means the representations and warranties set forth in (i) Section 2.1 (Organization, Standing and Power), (ii) Section 2.2(a) (Authority), (iii) Section 2.10 (Brokers), (iv) Section 2.11 (Title to Transferred Assets), (v) Section 3.1 (Organization, Standing and Power), (vi) Section 3.2(a) (Authority) and (vii) Section 3.4 (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.

  • Investment Representation Letter As defined in Section 5.02(b).

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Termination of parental rights means the permanent elimination of all parental rights and duties, including residual parental rights and duties, by court order.

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