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, 3.15, 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

• Each representation and warranty of the Company and the Buyer set forth in this Agreement other than the Excepted Representations shall survive the Closing until the [*] anniversary of the Closing Date.

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

• 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 S chedule 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.

• With respect to claims for any Losses related to (i) the Excepted Representations, (ii) any of the items set forth on S chedule 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, and Buyer shall not be entitled to seek payment for the above specified Losses from the Sellers except as it relates to the Escrow Fund.

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 has the meaning set forth in Section 13.3 hereof.

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 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 contained on Schedule 3 hereto.

Excepted Representations means, for purposes of this Confirmation and Section 5(a)(iv) of the Master Agreement, (i) the representations contained in Sections 3(a)(i), (ii) and (v) of the Master Agreement, (ii) the representations contained in Part IV(m) of the Schedule to the Master Agreement and

Excepted Representations means the representations and warranties set forth in Section 3.01 (Authority; Execution; Enforceability), Section 3.02 (Organization and Qualification of the Company), Section 3.03 (Capitalization), Section 3.04 (Title to Common Stock), Section 3.22 (Environmental and Safety Laws), Section 3.23 (Employee Benefits), Section 3.25 (Taxes) and Section 3.28 (Brokers).