Key Representations definition

Key Representations shall have the meaning set forth in Section 9.1(c).
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Key Representations mean Sections 3.3, 3.4, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.14, 3.15, and 3.18,.
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Key Representations means the representations set out in paragraphs (e) (No misleading information), (g) (No proceedings) (excluding sub-clause (g) (iii)), (t) (Financial Statements), (x) (Stamp Duties) of Clause 11 (Representations and Warranties) of this Deed;
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Examples of Key Representations in a sentence

  • With respect to any Damages arising from the breach of any of the Key Representations or actual fraud, so long as funds continue to be held in the Escrow Fund, Damages recoverable by a Buyer Indemnified Party shall be recovered first from the Escrow Fund, until the amount thereof has been reduced to zero dollars, and thereafter from the Seller (subject to clause (vi) below and the other limitations contained in Section 6.3 or this Section 8.1).

  • The Key Representations and the Repeating Representations are deemed to be made by the Company by reference to the facts and circumstances then existing on each of the applicable Repetition Date.

  • The maximum liability of the Equityholders under Section 9.2(a)(i) for breaches or inaccuracies of the Company Key Representations shall be (A) the amount of the Holdback Amount, plus (B) 50% of all Contingent Merger Consideration; provided, that, the sole source of recovery against the Contingent Merger Consideration shall be by setoff against Contingent Merger Consideration that has not yet been paid.

  • With respect to breaches of the Company Key Representations, the Equityholders’ maximum liability under Section 9.2(a)(i) shall not when aggregated with all other Damages against which the Parent Indemnities would otherwise be entitled to be indemnified pursuant to Section 9.2(a)(i) exceed the lesser of (i) the Total Consideration actually paid or due and payable pursuant to this Agreement and (ii) Fifteen Million Dollars ($15,000,000).

  • 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 maximum liability of the Equityholders under Section 9.2(a)(i) for breaches or inaccuracies of the Company Key Representations shall be 20% of the Merger Consideration actually due or payable pursuant to this Agreement, in addition to amounts recovered from the Escrow Fund.


More Definitions of Key Representations

Key Representations means Sections 4.11 (Intellectual Property and privacy), 4.16 (Tax matters) and the representations specifically relating to pension as set forth in 4.18(b) (Employee Benefit Plans).
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Related to Key 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.

  • 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.

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

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

  • 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).

  • 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).

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

  • 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.

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

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

  • 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.

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

  • Additional Representation has the meaning specified in Section 3.

  • Special 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).

  • 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.

  • 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.

  • 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.

  • 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.

  • 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)).

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

  • 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;

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—