Material Representations definition

Material Representations means the representations and warranties of the Company contained in Sections (b), (c), (d), (e), (f), (g), (r), (u)(i), (u)(ii), (u)(iii), (u)(iv), (w)(i), (w)(v), (x)(i), (x)(iii), (z), (aa)(i), (aa)(iii), (aa)(iv), (aa)(x), (bb), (cc), (hh), and (mm) of Schedule D hereto.
Sample 1Sample 2Sample 3
Material Representations means the representations and warranties of the Company contained in Sections (2), (3), (4)(a), (22)(e) and (22)(f) of Schedule C hereto.
Sample 1Sample 2
Material Representations has the meaning set forth in Section 6.01.
Sample 1

Examples of Material Representations in a sentence

  • The limitations in the preceding sentence shall not apply to fraud, willful misconduct or knowing misrepresentation or criminal acts or for breaches of any Seller Material Representations.

  • Each of the Material Representations is true and correct in all respects as of the Closing Date (except to the extent such representation or warranty speaks as of an earlier date) and Parent shall have a certificate signed by a Responsible Officer of the Company to such effect.

  • Plaintiff alleges Defendants’ “False Material Representations and Breaches” inflated the economic value of, and induced Plaintiff to pay a higher price for, the purchased assets which “enriched Defendants at the direct harm” to Plaintiff.

  • The following Agreement provisions shall survive Agreement termination: Audit Rights; Compliance with Laws; Ownership of Work and Related Material; Representations and Warranties and Correction of Work; Insurance Requirements; Indemnification; Confidentiality; Waiver and Severability; Term, Termination, and Survival.

  • In support of its fraudulent misrepresentation claim (Count II), Plaintiff alleges Defendants knowingly “made multiple False Material Representations and Breaches regarding the scope of the Purchased Assets, the quality or condition of the Purchased Assets, and the actions of Defendants constituting Retained Liabilities that were not in fact retained by Quality Tire but were paid for or undertaken” by Plaintiff after closing.

  • Notwithstanding anything contained herein to the contrary, if, prior to the Closing, there occurs or exists one or more misrepresentations or breach of the Material Representations which, in the aggregate, do not result in a Material Adverse Effect, then Purchaser shall have no remedy therefor and shall proceed with the Closing.

  • Plaintiff alleged it would be unjust to allow Defendants to retain a benefit they obtained from their “False Material Representations and Breaches made to induce [Plaintiff] to enter into the APA.” Defendants contend Plaintiff’s petition fails to state a claim for unjust enrichment because it alleges the APA is an enforceable contract and Plaintiff cannot recover under both an express contract and unjust enrichment.

  • Collins, Whitman College: Bedrooms & Belongings: Material Representations of Divorce for Adolescents Carolyn J.


More Definitions of Material Representations

Material Representations means the representations and warranties referenced in Sections 9.1(1)(a), 9.1(1)(b), 9.1(1)(c), 9.1(1)(d), 9.1(1)(e), 9.1(1)(f) and 9.1(1)(i) (but, in respect of Section 9.1(1)(i), in respect of Material Defaults only).
Sample 1
Material Representations means the representations and warranties contained in Sections 3.8 (the last sentence therein), 3.17(g), 3.27, 3.30, 3.33, 3.37 and 3.38 of this Agreement.
Sample 1
Material Representations mean, collectively, the Fundamental Representations and the representations and warranties in Sections 4.6(a) (Litigation), 4.10 (Affiliate Agreements and Transactions) and 4.23 (Mega-Link).
Sample 1

Related to Material Representations

  • 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).

  • Additional Representation has the meaning specified in Section 3.

  • Fundamental 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).

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • 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).

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

  • 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).

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

  • 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.

  • 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.

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

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

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

  • material relationship means one actually known of a personal, familial or business nature between the Broker and affiliated licensees and a client which would impair their ability to exercise fair judgment relative to another client.

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

  • 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.

  • 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.

  • 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.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Deemed Material and Adverse Representation Each representation and warranty identified as such in Section 9.02 of this Agreement.

  • 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;

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

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