Excepted Representations definition

Excepted Representations has the meaning set forth in Section 6.4(a).

Excepted Representations means the representations and warranties set forth in Sections 3.3–3.5, 3.7(a), 3.10, 3.16, 3.20(e), 3.27, 3.30, 4.2, 4.3 and 4.4.

Excepted Representations means the representations set forth in Sections 3.1, 3.2, 3.4(a), 3.4(b)(i), 3.8, 3.10, 3.19 and 3.20.

Examples of Excepted Representations in a sentence

• Any other provision of this Agreement notwithstanding, no claim for indemnification under this Section 10 by any party relating to or resulting from (i) the breach of one or more representations other than Excepted Representations, or (ii) Pre-Closing Covenants, by one or more other parties to this Agreement, shall be valid unless Notice of such claim is served upon the indemnifying party within the Survival Period.

• The Excepted Representations shall survive the Closing until the [*] anniversary of the Closing Date.

• However, this change in itself is likely to only modestly increase the speed of what would still be a firm-by-firm traceback.

• In addition, as set forth in Section 10.7, with respect to claims for any Losses related to (i) the Excepted Representations, (ii) any of the items set forth on Schedule 10.6(c) or (iii) for fraud or willful misrepresentation, Buyer shall seek payment for any Losses first from the Escrow Fund and then from the Sellers’ Representative, who shall be personally liable for any such Losses above the Escrow Fund.

• The Excepted Representations shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

More Definitions of Excepted Representations

Excepted Representations means the representations and warranties contained in Section 8.05(c) (regarding the absence of any Defaults) of the Financing Agreement.

Excepted Representations means the representations and warranties set forth in ‎Section 3.8(b), ‎Section 3.10(b) (solely with respect to the phrase “material to the conduct of the business”), ‎Section 3.11(b) (solely with respect to the word “material” in “material Orders”), ‎Section 3.12 (solely with respect to the word “material” in “material insurance policies”, “material property”, “material claim” and “material self-insurance programs”), ‎Section 3.15(a) (solely with respect to the word “material” in “Material Employee Plan”), and any representations and warranties that include the term “Material Contracts” (solely with respect to the word “material” in “Material Contracts”).

Excepted Representations has the meaning set forth in Section 13.3 hereof.

Excepted Representations means the representations and warranties set forth in Sections 3.1 (Organization, Good Standing and Qualification), 3.2 (Subsidiaries and Investments), 3.3 (Ownership of the Company), 3.4 (Authorization; Binding Obligation), 3.7 (Business Licenses), 3.8(a) (Title to and Condition of Properties; Sufficiency of Assets; Ownership of Assets), 3.15 (Compliance with Laws) 3.16(e)–(f) (Employment Matters), 3.17 (No Brokers), 3.18 (Taxes), 3.20 (Transactions with Affiliates); Sections 4.1 (Organization; Good Standing and Qualification), 4.2 (Authority; Execution; Enforceability), and 4.3 (Title to Company Membership Percentages); and Sections 5.1 (Organization; Good Standing and Qualification), 5.2 (Authorization; Binding Obligation), and 5.3 (Consents and Approvals) hereof.

Excepted Representations means the representations and warranties set forth in ‎Section 3.5(ii) (solely with respect to the word “material” in “material license”), Section 3.6(i) (solely with respect to the word “material” to the extent incorporated by reference to ‎Section 5.2(a)(i)), ‎Section 3.6(ii), the last sentence of ‎Section 3.8(b), ‎Section 3.10(a), ‎Section 3.13(a), ‎Section 3.16(a), ‎Section 3.16(b)(iii) and the first sentence of ‎Section 3.22.

Excepted Representations means the representations and warranties set forth in Sections 4.1, 4.3, 4.4, 4.11, 4.18, 5.1-5.6, 5.8-5.12 and 6.1-6.5 hereof.

Excepted Representations means representations and warranties that have been identified by counsel of the Borrower pursuant to the Limited Waiver, dated April 9, 2021 (as may be extended from time to time, the “Limited Waiver”), among the Borrower, the Administrative Agent and the Lender Representative.