Major Representations definition

Major Representations means those representations and warranties made by the Borrower in Sections 3.01(a) (with respect to the organizational existence of the Loan Parties only), 3.01(b)(y), 3.02(a)(i), 3.02(b)(i), 3.04, 3.14, 3.20(a), 3.26(a) and the second sentence of Section 3.27 (in the case of Section 3.26(a) and 3.27 solely with respect to the use of the proceeds of the Initial Term Loans).

Major Representations means those representations and warranties made by the Borrower in Sections 3.01(a)(i) (with respect to the organizational existence of the Loan Parties only), 3.01(a)(ii)(B), 3.02(i), 3.02(ii)(a), 3.04, 3.14, 3.20(a), 3.24(a) and the second sentence of Section 3.25 (in the case of Section 3.24(a) and 3.25 solely with respect to the use of the proceeds of the Initial Loans).

Major Representations means those representations and warranties set forth in Sections 3.01(a), 3.01(b), 3.02 and 3.03(b), in each case, solely to the extent that they relate to any Certain Funds Loan Party; provided, that, for the avoidance of doubt, a Major Event of Default as it relates to a Major Representation shall not apply in respect of or relate to the Company or any of the Company’s subsidiaries, or any of the assets of the Company or any of the Company’s subsidiaries, or a breach of a procuring obligation with respect to the Company or any of the Company’s subsidiaries.

Examples of Major Representations in a sentence

• The Offeror shall make each of the Major Representations in respect of itself and such Major Representations shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof.

• Each of the Major Representations of the Company contained in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and as of the Closing with the same force and effect as if made as of the Closing (except that representations and warranties which address matters only as of a particular date need only be true and correct as of such date).

• The Major Representations shall be correct at the time of the Closing.

• For the avoidance of doubt, no undertakings other than those which are set out in Part II (Major Undertakings) of Schedule 5 (Major Representations, Undertakings and Events of Default) shall constitute a Major Undertaking.

• The Major Representations shall be true and correct as they relate to the Company and its Subsidiaries and Amazys as of the Closing Date, with the same effect as if made on such date.

More Definitions of Major Representations

Major Representations means, with respect to the Borrower and its Subsidiaries (other than the Target and its Subsidiaries) only, the representations and warranties contained in Sections 5.01(a), 5.01(b) and 5.02 (in each case, as they relate to the entering into and performance of the Loan Documents), Sections 5.04, 5.07, 5.09 and 5.13.

Major Representations means the representations and warranties set forth in Section 4.1, 4.3, 4.4 and 4.5.

Major Representations means a representation:

Major Representations the representations made solely by and with respect to, if applicable, Holdings, the Parent Borrower, the U.S. Borrower, German AcquisitionCo, Intermediate U.S. Holdings and Intermediate Dutch Holdings, set forth in (x) the last sentence of Subsection 5.2, (y) Subsections 5.3(a), 5.4 (other than the second sentence thereof), (to the extent the incurrence of the Loans, the provision of guarantees and granting of security would contravene the Organizational Documents of any Loan Party) 5.5(c), 5.11 (the first sentence thereof), 5.13 (subject to the limitations set forth in the proviso to Subsections 6.1(a) and 6.1(h)), 5.21(i) and 5.21 (the penultimate sentence thereof) and (z) the first sentence of Subsection 5.14.

Major Representations means the representations and warranties set out in Section 12.1 (existence and capacity), Section 12.2 (corporate action), Section 12.3 (validity of the Credit Documents) and Section 12.4 (Xxxxxx Acquisition) but only to the extent made by SNC and the other Credit Parties who are required pursuant to Section 11.1 to provide a Subsidiary Guarantee;

Major Representations means a representation (a) in respect of each Obligor, under clauses 21.1 (Status), 21.2 (Binding obligations), 21.3 (Non- conflict with other obligations), 21.4 (Power and authority), 21.5 (Validity and admissibility in evidence), 21.7 (Insolvency), 21.16 (Borrower as SPV), 21.21 (Good title to assets) and 21.26 (Sanctions) and (b) in respect of Target, under clauses 21.1 (Status), 21.2 (Binding obligations), 21.3 (Non-conflict with other obligations), 21.4 (Power and authority), 21.5 (Validity and admissibility in evidence), 21.13 (Ranking), 21.7 (Insolvency) and 21.26 (Sanctions).

Major Representations. (a) in respect of Section 4.01, means the representations and warranties made in Sections 5.01(a)(i), (a)(ii)(B), (b) (other than clauses (ii) and (iii) thereof), (d), (f) and (j) and (b) in respect of Section 4.02, means the representations and warranties made in Sections 5.02(a)(i), (a)(ii)(B), (b) (other than clauses (ii) and (iii) thereof), (d), (m), (q), (subject to the limitations set forth in the penultimate paragraph of Section 4.02) (r), (s), (t)(ii), and (t)(iii).