Financial Representations definition

Financial Representations means all of the representations and warranties of Seller set forth in SECTION 3.31.
Sample 1
Financial Representations. A "Credit Event" shall be deemed to have occurred with respect to Customer if National Fuel Gas Company's credit rating fails to meet both of the ratings in both of the indices set out in this Section 11.03. A "Credit Event" shall be deemed to have occurred with respect to SCPL if Westcoast Energy Inc.'s credit rating fails to meet both of the ratings in both of the indices set out in 11.03:
Sample 1
Financial Representations. The term "Financial Representations" shall mean all of the representations and warranties of Seller set forth in SECTION 3.31.
Sample 1

Examples of Financial Representations in a sentence

  • Financial Representations Included with the Catalyst SEC Documents are true, correct, and complete copies of the financial statements of Catalyst (the “Catalyst Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Catalyst Financial Statements”).

  • VeriFone’s False Financial Representations in 1Q07, 2Q07 and 3Q07 26 16 1.

  • The term "Financial Representations" shall mean all of the representations and warranties of Sellers set forth in Section 3.31.

  • Learning Goal 3: Students will be able to exercise judgment in applying professional standards and governmental regulations.Learning Objective 3A: Attest to the Fairness of Financial Representations: Objective 3A was assessed using a course embedded measure which was administered in Auditing 1—ACG 5637 through fall 2014.

  • Financial Representations Included with the Wind Works SEC Documents are true, correct, and complete copies of audited balance sheets for Wind Works dated as of June 30, 2008, and unaudited balance sheets for Wind Works dated as of March 31, 2009 (the “Wind Works Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Wind Works Financial Statements”).

  • The representations and warranties of the Company contained in Sections 2.6, 2.7, 2.24 and 2.25 of this Agreement and in any certificates or other documents delivered by the Company pursuant to Section 5.1 hereof to the extent relating to such Sections (the "Financial Representations") shall survive the Closing only until June 30, 1998.

  • Financial Representations Included with the Wind Works SEC Documents are true, correct, and complete copies of the financial statements of Wind Works (the “Wind Works Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Wind Works Financial Statements”).

  • All Business Relocation Agreements will also include a provision for the repayment to the Town of the financial incentives awarded to the Applicant Business by the Town, in the event that any of the Financial Representations made by the Applicant Business are not met.

  • If the Applicant Business fails to maintain the Financial Representations upon which the incentive was granted, the Town may terminate the Agreement, retain all remaining relocation assistance payments, and require all financial assistance provided to the Applicant Business to be reimbursed to the Town by the Applicant Business.

  • By way of explanation and not in limitation of the foregoing, the parties agree that, if any event or circumstance would have been a breach or violation of any of the Financial Representations, such event or circumstance shall not be a violation of the Other Representations, unless such event or circumstance would otherwise violate the Other Representations or any other representations, warranties or covenants in the Agreement.


More Definitions of Financial Representations

Financial Representations. The figures set forth in Section 2.1 for Gross Royalty Assets, Gross Inventory Value and Unpaid 1998 Royalties are, except as reflected in a Purchase Price Adjustment, true and correct statements of, and the figure for 1999 Royalties represents the Seller's good faith estimate for, those amounts compiled in accordance with the provisions of Section 2.1 and consistently with the figures used by the Seller in compiling the financial statements included in the filings of the Parent under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such financial statements set forth the information included therein in accordance with generally accepted accounting principles, consistently applied, and are in compliance with the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission.
Sample 1

Related to Financial Representations

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

  • Additional Representation has the meaning specified in Section 3.

  • 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).

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

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

  • 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).

  • 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).

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

  • 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 Representation has the meaning set forth in Section 9.1.

  • 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.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • 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.

  • 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.

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

  • 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.

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

  • 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.

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

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

  • PAYEE 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.

  • 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.

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

  • 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;

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

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).