Company's Representations and Warranties definition

Company's Representations and Warranties means and refers to the representations and warranties as set out in Schedule VII.
Sample 1

Examples of Company's Representations and Warranties in a sentence

  • Such Stockholder acknowledges that it shall be responsible for indemnifying, reimbursing and holding harmless the Parent Indemnitees (as defined in Section 10(a) below) for breaches of the Company's Representations and Warranties to the extent provided in Section 10 notwithstanding the expiration of the Company's Representations and Warranties pursuant to the Merger Agreement.

  • Notwithstanding the foregoing, if the Tender Offer Purchase Time shall have occurred, the representations and warranties of the Stockholders, the Company's Representations and Warranties (solely for purposes of Section 10 hereof) and the provisions of Sections 9, 10 and 13 of this Agreement shall be deemed to survive for a period of one year after the Tender Offer Purchase Time.

  • The right of the Company to deliver a Draw Down Notice hereunder is subject to the satisfaction, on the date of delivery of such Draw Down Notice, of each of the following conditions: (a) Accuracy of the Company's Representations and Warranties.

  • The obligation of each Purchaser hereunder to acquire and pay for the Tranche A Units is subject to the satisfaction or waiver by such Purchaser, at or before the Tranche A Closing, of each of the following conditions: Accuracy of the Company's Representations and Warranties.

  • The award of funding is contingent upon a proposal selected on the basis of the criteria described in the scoring rubric.

  • Company's Representations and Warranties........................................................

  • POST-CLOSING LIABILITY....................................................38 SECTION 12.1. Representations and Warranties of Parent.38 SECTION 12.2. Termination of Company's Representations and Warranties..........................

  • The Holding Company's Representations and Warranties and Performance of Agreements; Officers' Certificate.......................................................

  • Company's Representations and Warranties.......................................

  • Company's Representations and Warranties .............................................................

Related to Company's 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.

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

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

  • 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.

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

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

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

  • 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.

  • 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).

  • 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).

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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).

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • 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)).

  • 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.