Other Representations definition

Other Representations. The parties acknowledge and agree that, in entering into this Agreement, they have not relied on any representations, warranties, undertakings, agreements or statements other than those set out in this Agreement and that, in the absence of fraud, will not have any right or remedy arising out of any such representation, warranty, undertaking, agreement or statement. Variations : Any variation of this Agreement shall be in writing and signed by or for both parties provided that the University shall be entitled, upon notice to the Provider, to make changes to the Placement Policy, the Mentor Handbook and/or the Definitive Documents (including by way of the removal or addition of specifications, increasing or decreasing the services or amending the order in which the services are to be performed or the locations where the services are to be provided). Illegality : If any provision of this Agreement is held to be illegal, void or unenforceable, the legality, validity and enforceability of the remainder of this Agreement shall not be affected. If the foregoing applies, the parties shall use all reasonable endeavours to agree any lawful and reasonable variations to this Agreement which may be necessary in order to achieve, to the extent possible, the same effect as would have been achieved by the provision in question.
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Other Representations means, (i) with respect to the Company, the representations and warranties of the Company set forth in this Agreement, other than any Fundamental Representations and (ii) with respect to the Investor, the representations and warranties of the Investor set forth in this Agreement, other than any Fundamental Representations.
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Other Representations representations and warranties made by Seller in Article V of this Agreement other than (a) the Fundamental Representations and (b) the representations and warranties made by Seller relating to employee benefits, labor and employment and environmental matters, including the representations and warranties set forth in Section 5.10 (Employee Benefits), Section 5.11 (Employee and Labor) and Section 5.12 (Environmental).
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Examples of Other Representations in a sentence

  • Other Representations No other representations have been received.

  • In such circumstances, the other assets (if any) of the Company will not be available for payment of such shortfall which shall be borne by the senior Noteholders, the subordinated Noteholders and the other secured parties in accordance with the prospectus applied at the time of final settlement.

  • Section 7.1 (Inventorship; Ownership; Collaboration Compounds), Section 7.6 (Trademarks), Article 8 (Confidentiality), Section 9.3 (No Other Representations or Warranties), Article 10 (Indemnification), Article 11 (Term and Termination), Article 12 (Dispute Resolution), Article 13 (Miscellaneous) shall survive expiration or termination of this Agreement for any reason.

  • Section 6.04 Investigation by Purchaser; No Other Representations; Non-Reliance of Purchaser.

  • Acknowledges That Except For Any Express Warranties And Representations Contained In The Agreement And The Deed, Buyer Is Not Relying On Any Written, Oral, Implied Or Other Representations, Statements Or Warranties By Seller Or Any Agent Of Seller Or Any Real Estate Broker Or Salesman.

  • Company Other Representations" shall mean the representations and warranties of the Company contained in Sections 2.1, 2.2, 2.3(b), 2.3(c), 2.3(e), 2.3(f), 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, 2.15, 2.16, 2.17, 2.18, 2.19, 2.20, 2.24, 2.26 and 2.28 of the Agreement.

  • Termination of this agreement will not relieve either PARTY of any obligations accruing prior to such termination, including those set forth in: Articles 5 (Payments), 14 (Confidentiality), 15 (Other Representations & Warranties), and 17 (Indemnification & Insurance).

  • No Other Representations and Warranties ...........................................................

  • No Other Representations or Warranties........................................

  • Contained In The Agreement And The Deed, Buyer Is Not Relying On Any Written, Oral, Implied Or Other Representations, Statements Or Warranties By Seller Or Any Agent Of Seller Or Any Real Estate Broker Or Salesman.


More Definitions of Other Representations

Other Representations means all other representations and warranties made by Seller or Purchaser herein. To the extent that a matter shall become the subject of an indemnification hereunder and which reasonably is covered by the specific provisions of Section 5.22 above as well as any other representations and warranties made by Seller, the same shall be deemed to be an Environmental Representation.
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Other Representations shall have the meaning set forth in Section 7.02.
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Other Representations. EI'v1PLOYEE HEREBY REPRESENTS AND CERTIFIES THAT SHE: (1) HAS CAREFULLY READ ALL OF THIS AGREEMENT; (2) HAS BEEN GIVEN A FAIR OPPORTUNITY TO DISCUSS AND NEGOTIATE THE TERMS OF THIS AGREEMENT; (3) UNDERSTANDS ITS PROVISIONS; (4) HAS BEEN ADVISED IN WRITING AND GIVEN THE OPPORTUNITY TO SEEK ADVICE AND CONSULTATION WITH ATTORNEYS REGARDING THIS AGREEMENT; (5) HAS DETERMINED THAT IT IS IN HER BEST INTERESTS TO ENTER INTO THIS AGREEMENT; (6) HAS NOT BEEN INFLUENCED TO SIGN THIS AGREEMENT BY ANY STATEMENT OR REPRESENTATION BY THE COJ'v1PANY NOT CONTAINED IN THIS AGREEMENT; AND
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Other Representations means each of the representations set out in paragraphs (g) (iii) (No Proceedings), (h) (Indebtedness) and (w) (Trusts) of the Deed.
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Other Representations means the Seller’s and the Company’s representations and warranties in Section 5.12 (Taxes), Section 5.15 (Environmental Compliance) and Section 5.21 (Title to Assets).
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Related to Other Representations

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

  • 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.

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

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

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

  • 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).

  • 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.

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

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

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

  • 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.

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

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

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

  • 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).

  • 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.

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

  • 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.

  • 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.

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

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Additional Representation has the meaning specified in Section 3.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;