Existing Representation definition

Existing Representation has the meaning set forth in Section 8.10(a).
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Existing Representation has the meaning specified in Section 13.16(a).
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Existing Representation has the meaning set forth in Section 6.6(i).
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Examples of Existing Representation in a sentence

  • Furthermore, each of Parent and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons in connection with any Existing Representation shall not be subject to any joint privilege (whether or not the Company or one more of its Subsidiaries also received such advice or communication) and shall be owned solely by such Designated Persons.

  • This Agreement will automatically become effective, without further action of the parties, on the Effective Date, whereupon, except as provided in Section 14.5(b) thereof, the Existing Representation Agreement shall be superseded in its entirety, except for the provisions of Sections 7.2(e)-(h) (Employee Matters-Transferred Employees), which shall remain in full force and effect.

  • Furthermore, each of Investor (on behalf of itself and its Affiliates) and NewCo (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not any Transferred Subsidiary also received such advice or communication) and shall be owned solely by such Designated Persons.

  • Effective as of the Effective Date, Owner hereby permanently waives the provisions of Sections 13.5(a)(ii) (Certain Matters Upon Termination - Release of Rights; Payment) and 13.6 (Purchase of Final Working Capital) of the Existing Representation Agreement.

  • Furthermore, each of Summit and the Company (on behalf of itself and its Subsidiaries) acknowledges and agrees that any advice given to or communication with any of the Designated Persons to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not the Company or one or more of its Subsidiaries also received such advice or communication) and shall be owned solely by such Designated Persons.

  • Furthermore, each of the Surviving Corporation and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice primarily given to or communication primarily with any of the Designated Persons with respect to an Existing Representation shall not be subject to any joint privilege (whether or not the Company or one more of its Subsidiaries also received such advice or communication) and shall be owned solely by such Designated Persons.

  • The parties acknowledge and agree that the Opening Working Capital Balance (as defined in Section 4.2(f) of the Existing Representation Agreement) is $9,012,000.

  • Furthermore, Buyer (on behalf of itself and its Affiliates) acknowledges and agrees that any advice of Prior Seller Counsel given to or communication with any of the Designated Persons to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not any Transferred Subsidiary also received such advice or communication) and shall be owned solely by such Designated Persons.

  • Furthermore, each of Buyer and the Company (on behalf of themselves and their respective Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not the Company also received such advice or communication) and shall be owned solely by such Designated Persons.

  • Furthermore, each Buyer and each Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not either of the Companies also received such advice or communication) and shall be owned solely by such Designated Persons.


More Definitions of Existing Representation

Existing Representation shall have the meaning set forth in Section 11.17(a).
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Existing Representation or “Existing Representations” is defined in Section 5.13.
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Existing Representation has the meaning assigned to such term in Section 10.20 of the Agreement.
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Existing Representation has the meaning specified in Section 12.16(a). 041945-0274-16051-Active.21513949.1
Sample 1
Existing Representation has the meaning set forth in Section 5.5(a) of this Agreement.
Sample 1

Related to Existing Representation

  • 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).

  • 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).

  • 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.

  • 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.

  • 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.

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

  • 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).

  • Fundamental Representation has the meaning set forth in Section 9.1.

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

  • 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).

  • 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).

  • 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).

  • 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.

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

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

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

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

  • 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;

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

  • 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.

  • 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.

  • 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.

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