General Seller Representations definition

General Seller Representations has the meaning set forth in Article IV.
Sample 1Sample 2Sample 3
General Seller Representations means the representations and warranties set forth in Article III, except for the Fundamental Seller Representations.
Sample 1
General Seller Representations has the meaning set forth in Section 9.1(a).
Sample 1

Examples of General Seller Representations in a sentence

  • The maximum aggregate monetary liability of the Sellers pursuant to Section 9.2(a) and Section 9.2(b) with respect to inaccuracies in and breaches of General Seller Representations shall not exceed $5,000,000.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER 18 SECTION 4.1. General Seller Representations and Warranties 18 SECTION 4.2. Representations and Warranties of the Seller as to the Asset 20 SECTION 4.3. Covenants of the Seller Prior to Closing 22 SECTION 4.4. Updating 24 ARTICLE V.

  • OF THE SELLERS 13 Section 3.1 General Seller Representations and Warranties 13 Section 3.2 Representations and Warranties of the Sellers as to the Assets 15 Section 3.3 Operations Prior to Closing 18 Section 3.4 Tenant Estoppels 24 Section 3.5 Owners’ Associations.

Related to General Seller Representations

  • 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.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • 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).

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

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • 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.

  • Seller has the meaning set forth in the Preamble.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

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

  • 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).

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • 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).

  • Sellers has the meaning set forth in the preamble.

  • 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).

  • 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.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Seller’s Closing Documents as defined in Section 3.2(a).

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

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

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

  • 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).

  • Seller Representative means Xxxxx Bank.

  • 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)).