GET Merger Agreement Representations definition

GET Merger Agreement Representations means such representations and warranties made in the GET Merger Agreement by the GET Seller as are material to the interests of the Lenders, but only to the extent that the Company or any of its Affiliates (a) has the right to not consummate the GET Direct Sale or the GET Merger or to terminate its obligations or (b) otherwise does not have an obligation to close, in each case, under the GET Separation Agreement or the GET Merger Agreement, as applicable, as a result of a failure of such representations and warranties in the GET Merger Agreement to be true and correct.
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GET Merger Agreement Representations means such representations and warranties made in the GET Merger Agreement by the GET Seller as are material to the interests of the Lenders, but only to the extent that the Company or any of its Affiliates
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GET Merger Agreement Representations means such representations and warranties made in the GET Merger Agreement by the GET Seller as are material to the interests of the Lenders, but only to the extent that the Company or any of its Affiliates (a) has the right to not consummate the GET Direct Sale or the GET Merger or to terminate its obligations or (b) otherwise does not have an obligation to close, in each case, under the GET Separation Agreement or the GET Merger Agreement, as applicable, as a result of a failure of such representations and warranties in the GET Merger Agreement to be true and correct. “GET Merger Sub” means Wabtec US Rail Holdings, Inc., a Delaware corporation that is a newly formed wholly owned Subsidiary of the Company. “GET Seller” means General Electric Company, a New York corporation. “GET Separation Agreement” means the separation, distribution and sale agreement dated as of May 20, 2018, among the GET Seller, GET SpinCo, the Company and the GET Direct Sale Purchaser, together with the exhibits, schedules and annexes thereto and the ancillary agreements referred to therein. “GET SpinCo” means Transportation Systems Holdings Inc., a Delaware corporation. “GET SpinCo Transfer” means the “SpinCo Transfer” as defined in the GET Separation Agreement. “Governmental Authority” means (a) any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions and (b) any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank. “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or [[3851767]]
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Related to GET Merger Agreement Representations

  • 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.

  • 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.

  • Merger Agreement has the meaning set forth in the Recitals.

  • 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.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Transaction Agreement has the meaning set forth in the recitals.

  • 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)).

  • 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.

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

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

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

  • 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;

  • Parent Agreement has the meaning given to it in Clause 12;

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • 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).

  • 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.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • 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.

  • Second Effective Time has the meaning specified in Section 2.02.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • 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).

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • 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).