Express Representations definition

Express Representations has the meaning set forth in Section 8.2(a).

Express Representations has the meaning set forth in Section 5.5.

Express Representations has the meaning set forth in Section 4.7(b).

Examples of Express Representations in a sentence

• In addition, there shall not exist any facts or circumstances that would make any of the Seller’s Express Representations untrue in any material respect as of the Closing Date.

• The parties hereto agree that, notwithstanding the fact that they have received certain information from another party hereto or its agents or consultants, they have relied solely upon and will continue to rely solely upon their own analysis and will not rely on any information provided by another party hereto or its agents or consultants, except solely for the Express Representations.

• Sellers make no representation or warranty as to the accuracy of any information, if any, provided pursuant to this Section 8.2, and Buyer may not rely on the accuracy of any such information, in each case, other than the Express Representations.

• Purchaser acknowledges and agrees all other representations, warranties and statements (other than the Express Representations) of any kind or nature expressed or implied, whether in written, electronic or oral form, in each case, made or provided by Seller, its advisors or any other person are disclaimed by Seller.

• Its corporate governance report includes details of its internal control and internal audit systems, process of appointing the company’s internal auditor, rotation policy, and non-audit services provided by the external auditor.

More Definitions of Express Representations

Express Representations shall have the meaning set forth in Section 5.13.

Express Representations shall have the meaning set forth in Section 3.15.

Express Representations means the specific representations and warranties made by (i) the Group Companies in Article III and the Seller Corporations and Indirect Sellers in Article IV, in each case, as qualified by the Schedules, (ii) Buyer in Article V and (iii) the applicable Parties in the certificates delivered pursuant to Section 2.4.

Express Representations has the meaning set forth in Section 3.26.

Express Representations shall have the meaning set forth in Section 5.8(b). “Extended Contract Period” shall have the meaning set forth in Section 2.5(a). “FCPA” shall mean the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§78dd-1, et seq. “Final DIP Order” shall mean an Order of the Bankruptcy Court acceptable to the DIP Agent and XXX Xxxxxxx, authorizing and approving on a final basis, among other things, the DIP Documents and the DIP Facility on a final basis (as the same may be amended, supplemented, or modified from time to time after entry thereof with the consent of DIP Agent, in its sole discretion) as to which no stay has been entered. “Final Order” shall mean an Order of the Bankruptcy Court or other applicable court (a) that is not the subject of a pending appeal, petition for certiorari, motion for reconsideration or leave to appeal or other proceeding for review, rehearing or reargument, (b) that has not been reversed, vacated, modified or amended, is not stayed and remains in full force and effect, and (c) with respect to which the time to appeal, to petition for certiorari, to move for reconsideration or to seek review, rehearing or reargument shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure or other applicable Laws, as applicable. “GAAP” shall mean United States generally accepted accounting principles. “Government Official” shall mean any officer or employee of a Governmental Entity or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such Governmental Entity or department, agency, or instrumentality, or for or on behalf of any such public international organization, or any political party, party official, or candidate thereof, excluding officials related to the government of the United States. “Governmental Entity” shall mean any (i) federal, state, provincial, local, municipal, foreign or other government, (ii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court, arbitrator or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative,

Express Representations is as defined in Section 10.1.

Express Representations means (a) the representations and warranties of the Company contained in ARTICLE IV and contained in the certificates of the Company delivered hereunder, (b) as to the Parent and Merger Sub, the representations and warranties of Parent and Merger Sub contained in ARTICLE V and (c) as to Guarantor, the representations and warranties of Guarantor in Sections 5.04 and 9.17.