Core Representation definition

Core Representation has the meaning set forth in Section 9.1(ii).
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Core Representation means any representation or warranty contained in Sections 3.1 (Organization and Standing; Authority), 3.2 (Capitalization), 3.3 (Company Subsidiaries and Company Minority-held Entities), 3.4 (No Conflict; Required Filings and Consents), 3.23 (No Brokers), 3.29 (Solvency), 3.32 (Investment in SFX Shares), 4.1 (Organization and Standing; Authority), 4.2(a) (Capitalization – SFX Shares), 4.5 (No Conflict; Required Consents), and 4.11 (No Brokers).
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Core Representation means any of the representations and warranties specified in Section 6(a) (Title to Units), Section 6(e) (Ownership; No Subsidiaries), Section 6(h) (Title), Section 6(l) (Employee Benefits Matters), Section 6(n) (Tax Returns and Payments) and Section 6(o) (Litigation).
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Examples of Core Representation in a sentence

  • No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation.

  • The limitations set forth in this Section 11.4 or elsewhere in this Article XI shall not apply to any breach of a Core Representation or in the case of fraud.

  • No Threshold shall apply, however, to any Indemnifiable Loss caused by, arising out of or relating to (i) any inaccuracy in or breach of a Core Representation or (ii) any intentional or fraudulent breach of a representation or warranty.

  • Subject to Section 7.1(c), each representation and warranty set forth in Articles 3 and 4, in any Disclosure Schedule, or in any certificate delivered pursuant hereto survives the Closing, but only until (and including) the date that is 18 months following the Closing Date; except that each Core Representation survives forever.

  • For clarity, except in the case of Damages arising out of or relating to the breach of any Core Representation or covenant in the event of fraud, intentional misrepresentation or intentional breach, [ * ].

  • Notwithstanding the foregoing, the limitations in this Section 11.4(a) shall not apply to any breach of a Core Representation, in the case of fraud, or in connection with any failure by the Buyers to make any payment of the Purchase Price when due.

  • Notwithstanding the foregoing, the limitations in this Section 11.4(a) shall not apply to (i) any breach of a Core Representation, (ii) any of the matters described in paragraphs (b) through (i) of Section 11.2, (iii) in the case of fraud, or (iv) in connection with any failure by the Buyer to make any payment of the Purchase Price when due.

  • The Sellers’ maximum aggregate Liability with respect to the matters described in Section 10.1(b)(i) will be limited to an amount equal to $7,000,000 (the “Cap”), and each Seller’s Liability with respect to the matters described in Section 10.1(b)(i) will be limited to such Seller’s Individual Cap; provided, however, that no claim relating to a Core Representation, fraud or any covenant or agreement will be subject to the Cap or any Seller’s Individual Cap.

  • Notwithstanding the foregoing, the limitations in this Section 7.4(a) shall not apply to (i) any breach of a Core Representation, (ii) in the case of fraud or (iii) in connection with any failure by the Buyers to make any payment of the Purchase Consideration or the Earn-Out Shares (including any payment on the Promissory Notes) when due.

  • The time limitations for making claims for indemnification under this Article X shall be as follows: (i) any claim relating to a Core Representation may be made at any time without any time limitation or (ii) any claim relating to any matter not specifically provided for in clause (i) may be made at any time on or before the date that is 18 months following the Closing Date.


More Definitions of Core Representation

Core Representation means any of the representations and warranties set forth in the following Sections: [ * ].
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Core Representation means, as to any Seller, any representation or warranty as to itself contained in Part A of Article III (other than in Section 3.2(b)).
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Related to Core Representation

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

  • 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.

  • 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.

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

  • 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.

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

  • 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).

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

  • Additional Representation has the meaning specified in Section 3.

  • 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).

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

  • 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 Representation has the meaning set forth in Section 9.1.

  • 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;

  • 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).

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

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

  • 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.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Fundamental 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).

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

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

  • 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).

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.