Excluded Representation definition

Excluded Representation means the representation and warranty set forth in Section 4.01(g).
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Excluded Representation is defined in Section 8.6.
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Excluded Representation means a representation made under Clause 20.1 (Status), Clause 20.4 (Power and authority), Clause 20.2 (Binding obligations), Clause 20.3 (Non-conflict with other obligations), Clause 20.5 (Validity and admissibility in evidence) and Clause 20.19 (Security and Financial Indebtedness).
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Examples of Excluded Representation in a sentence

  • If any such Hotel Asset becomes an Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset pursuant to the terms of this Agreement, then the Allocated Deposit for such Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset (and the interest thereon) shall be promptly paid over to Purchaser.

  • Except as expressly provided otherwise herein, (a) each representation and warranty contained herein shall expire and be of no force and effect on, the first anniversary of the Closing Date, with the exception of the Excluded Representations; and (b) each Excluded Representation shall survive the Closing until the expiration of the applicable statute of limitations relating to the matters set forth in such Sections.

  • Any claim made by Buyer for a breached Seller Excluded Representation or a breached Seller Individual Representation contained in this Agreement must be initiated by Buyer or the SPAC prior to the above-referenced expiration date.

  • Jon put forward two suggestions for spending money from TVOC:• Grants for £500 to cover costs clubs will incur for returning to orienteering (PPE, card machine etc.).

  • For the avoidance of doubt, any indemnification in respect of any Losses suffered as a result of (i) any facts or circumstances which constitute a breach of any Excluded Representation and/or (ii) fraud, willful misconduct or intentional misrepresentation shall be without regard to the Basket or the Cap.

  • Notwithstanding the foregoing to the contrary, the limitations on indemnification set forth in clauses (i) and (ii) of this Section 7.5(b) shall not apply to any claim for indemnification under Section 7.2(a) that relates to an Excluded Representation, a representation and warranty set forth in Section 3.13 or any certification with respect thereto, for which the Seller’s maximum liability shall be the Purchase Price.

  • For purposes hereon, the “Buyer Maximum Indemnification Liability” shall be equal to [***] of the Purchase Price, except for any Claim by Seller arising from, related to or in connection with: (i) a Buyer Excluded Representation, or (ii) Buyer’s or any of its Affiliates’ intentional misrepresentation, willful breach or fraud, in which case Buyer shall be responsible for all Adverse Consequences without limitation.

  • Notwithstanding the foregoing, the limitations set forth in this Section 7.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Excluded Representation.

  • Care and Treatment Goal(s):he goal of Emergency Financial Assistance is to augment other resources for emergent needs through the provision of referral services, including assessment, short term and emergency services designed to stabilize the clients in order to promote access to health care and supportive services.

  • Buyer on behalf of itself and each Buyer Indemnified Person releases Seller, and each person acting or purporting to act on behalf of Seller, from and against any and all liability in respect of any Excluded Representation to the fullest extent permitted by law except for any claims based on fraud, willful misconduct or intentional misrepresentation.


More Definitions of Excluded Representation

Excluded Representation means in relation to LUL, LRT and/or TfL, any representation in any of the NLTSC Documents, which if proved to be incorrect would be a Supervening Event within Clauses 25.1.1(b)(i) or 25.1.1(c)(i). Excluded Sidings Equipment means the items of equipment and other plant, machinery and apparatus referred to in paragraph 1.6 of the Particulars to the Sidings Licence.
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Excluded Representation means the representations and warranties contained in Section 7.04, Sections 7.10(a), (c) and (d), the last sentence of Section 7.10(e), Section 7.12, Section 7.15, Section 7.17(a), the first and second sentences of Section 7.17(b), Section 7.19 and the second and third sentences of Section 7.20.
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Excluded Representation means the representation and warranty set forth in clause (iv) of Section 4.01(a).
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Related to Excluded Representation

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

  • 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).

  • 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 Representation has the meaning set forth in Section 9.1.

  • 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).

  • Additional Representation has the meaning specified in Section 3.

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

  • 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).

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

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • 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).

  • 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.

  • Investment Representation Letter As defined in Section 5.02(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.

  • 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.

  • 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).

  • 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.

  • 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.

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

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

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

  • 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.

  • Qualified representative means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following:

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

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

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.