Indefinite Representations definition

Indefinite Representations means the representations and warranties of the Company set forth in Section 2.2 (Company Capital Structure), Section 2.4 (Authority), Section 2.10 (Tax Matters) with respect to all foreign Taxes, Tax Laws and matters in connection therewith and Section 2.24 (Fees and Expenses).
Sample 1Sample 2
Indefinite Representations has the meaning set forth in Section 7.1(a).
Sample 1
Indefinite Representations has the meaning set forth in Section 7.3.
Sample 1

Examples of Indefinite Representations in a sentence

  • All representations and warranties of the parties hereto contained in this Agreement will survive the execution and delivery hereof and the Closing hereunder, and, after the Closing: (a) the Indefinite Representations will survive indefinitely, (b) the Key Representations will survive until thirty (30) days after the expiration of the applicable statute of limitation, and (c) all other representations and warranties will survive until 30 April 2012.

  • The representations and warranties set forth by the Assignors in subsections (a) through (j) and (m) of this Paragraph (the "Indefinite Representations and Warranties") shall survive the assignment contemplated hereby, indefinitely.


More Definitions of Indefinite Representations

Indefinite Representations means the representations and warranties set forth in Section 3.2 (authorization of agreement), 3.4 (ownership and transfer of stock), 4.2 (authorization of agreement), 4.4 (capitalization), 5.2 (authorization of agreement) and 5.8 (Staffing 360 Preferred Stock).
Sample 1
Indefinite Representations means Sections 4.1 (organization), 4.2 (authorization), 4.3 (Subsidiaries), 4.4 (capitalization), 5.1 (Seller authority), 5.2 (title to Equity), 5.5 (binding agreement for Sellers) and 5.6 (Seller insolvency).
Sample 1
Indefinite Representations shall have the meaning set forth in Section 6.1(a) hereof.
Sample 1

Related to Indefinite Representations

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

  • 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.

  • 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).

  • 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.

  • 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.

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

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

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

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

  • 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).

  • 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).

  • 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 Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

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

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

  • 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).

  • 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)).

  • Additional Representation has the meaning specified in Section 3.

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

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

  • 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.

  • 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;

  • 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.

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

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

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).