Critical Representations definition

Critical Representations means the representations set forth in (i)Sections 4.01(a), 4.02, 4.03, 4.04 and the first sentence of 4.20, (ii) Sections 5.01(a), 5.02, 5.03, 5.04 and the first sentence in 5.20 and (iii) Sections 6.01, 6.02, 6.04 and 6.06.
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Critical Representations means the representations and warranties contained in Sections 3.11(d)(iii) (Data Partners), 3.11(j) (Non-Infringement), 3.11(n) (Privacy), 3.11(q) (Security Measures), and 3.11(r) (Effect of Transaction).
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Critical Representations has the meaning set forth in Section 9.01(a).
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Examples of Critical Representations in a sentence

  • The representations and warranties of the Seller and the Buyer set forth in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby and continue until 18 months after the Closing Date, at which time they shall expire; provided that the Critical Representations shall survive the Closing and the consummation of the transactions contemplated hereby and continue until the seventh anniversary of the Closing Date.

  • All Critical Representations shall survive the Closing and shall continue in full force and effect indefinitely after the Closing (the “Long Term Survival Period”) regardless of any investigation by Buyer or any knowledge Buyer may have with respect to any misrepresentation or breach at the time of Closing.


More Definitions of Critical Representations

Critical Representations. Means the representations and warranties set forth in Section 2.1 (Good Title; Capitalization), Section 2.2 (Authorization), Section 2.3 (Organization and Authority), and Section 2.24 (No Broker or Finder; No Transaction Bonuses), as well as Section 3.1 (Organization and Authority) and Section 3.2 (Authorization), and Paragraph 5 of Exhibit II.
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Critical Representations shall have the meaning set forth in Section 5.2(a)(i)(1).
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Critical Representations provided that the representations and warranties of the Seller contained in Sections 2.2, 2.8, and 2.18.
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Critical Representations has the meaning set forth in §7(a).
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Related to Critical Representations

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

  • Additional Representation has the meaning specified in Section 3.

  • 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.

  • Electronic and Information Resources Accessibility Standards means the accessibility standards for electronic and information resources contained in 1 Texas Administrative Code Chapter 213.

  • Geotechnical report means a scientific study or evaluation conducted by a qualified expert that includes a description of the ground and surface hydrology and geology, the affected land form and its susceptibility to mass wasting, erosion, and other geologic hazards or processes, conclusions and recommendations regarding the effect of the proposed development on geologic conditions, the adequacy of the site to be developed, the impacts of the proposed development, alternative approaches to the proposed development, and measures to mitigate potential site-specific and cumulative geological and hydrological impacts of the proposed development, including the potential adverse impacts to adjacent and down-current properties. Geotechnical reports shall conform to accepted technical standards and must be prepared by qualified professional engineers or geologists who have professional expertise about the regional and local shoreline geology and processes.

  • Critical habitat means habitat areas with which endangered, threatened, sensitive or monitored plant, fish, or wildlife species have a primary association (e.g., feeding, breeding, rearing of young, migrating). Such areas are identified herein with reference to lists, categories, and definitions promulgated by the Washington Department of Fish and Wildlife as identified in WAC 232-12-011 or 232-12-014; in the Priority Habitat and Species (PHS) program of the Department of Fish and Wildlife; or by rules and regulations adopted by the U.S. Fish and Wildlife Service, National Marine Fisheries Service, or other agency with jurisdiction for such designations. See also “Habitat of special significance.”

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

  • Critical Illness means an illness, sickness or disease or corrective measure as specified in Section 6 of this policy document.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Technical Report means a report prepared and filed in accordance with this Instrument and Form 43-101F1 Technical Report that includes, in summary form, all material scientific and technical information in respect of the subject property as of the effective date of the technical report; and

  • 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.

  • 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).

  • 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.

  • 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).

  • Parent Fundamental Representations means the representations and warranties of Parent and Merger Sub set forth in Sections 3.1(a) (Due Organization; Subsidiaries), 3.3 (Authority; Binding Nature of Agreement), 3.4 (Vote Required) and 3.18 (No Financial Advisors).

  • Medical condition means either of the following:

  • Critical areas means any of the following areas or ecosystems: wetlands, critical aquifer recharge areas, streams, fish and wildlife habitat conservation areas, frequently flooded areas, and geologically hazardous areas as defined by the Growth Management Act (RCW 36.070A.170).