Other Representations and Warranties definition

Other Representations and Warranties means the representations and warranties made by Parent, GCS and Seller in this Agreement (or any certificate delivered pursuant to Section 10.2(c)) other than any Group One Representations and Warranties and Group Two Representations and Warranties.
Sample 1

Examples of Other Representations and Warranties in a sentence

  • 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.

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

  • Disclaimer of Other Representations and Warranties........................................................

  • Related Party Transactions Section 4.18 Brokers Section 4.19 Opinion of Financial Advisor Section 4.20 Takeover Statutes Section 4.21 Information Supplied Section 4.22 No Other Representations and Warranties.

  • No Other Representations and Warranties 21 Article VII COVENANTS 21 Section 7.01.

  • Acknowledgement and Disclaimer of Other Representations and Warranties 40 Section 4.11.

  • No Other Representations and Warranties 38 Article 5 Representations and Warranties of Parent Section 5.01.

  • Acknowledgement of Disclaimer of Other Representations and Warranties 32 Section 4.16.

  • Section 5.22 Financing Section 5.23 No Other Representations and Warranties.

  • Acknowledgement of No Other Representations and Warranties 49 COVENANTS OF THE COMPANY Section 6.01.

Related to Other Representations and Warranties

  • 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.

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

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

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

  • 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.

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

  • 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).

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

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

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

  • Tax Warranties means the warranties contained in Part 2 of Schedule 8;

  • 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).

  • 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.

  • 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.

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

  • 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).

  • 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.

  • 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).

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

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