Ownership Representations definition

Ownership Representations has the meaning set forth in Section 9.6(a)(ii).
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Ownership Representations is defined in Section 10(b)(I).
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Ownership Representations means all those representations contained in Section 7.2.
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Examples of Ownership Representations in a sentence

  • The Ownership Representations and Broker Representations shall survive the Closing Date for a period that extends to its applicable statute of limitations.

  • Any cause of action for breach of any covenant contained herein (except for covenants which do not contemplate performance following the Closing Date, which shall be governed in accordance with Section 9.1(a)), the Ownership Representations or Tax Representations or for Fraud shall accrue, and the statute of limitations period shall begin to run, upon discovery of such breach by the party seeking to assert such cause of action.

  • Except to the extent a shorter time period is expressly set forth herein for a particular claim, Fundamental Representations (other than the Ownership Representations and Tax Representations) shall survive until the earlier of (i) the expiration of the applicable policy period under the R&W Insurance Policy, and (ii) the expiration of the longest time period permitted by Section 8106(c) of the Delaware General Corporation Law.

  • In furtherance, and not in limitation, of the provisions of Section 9.5(b), the Buyer Indemnitees shall first pursue (x) all claims based on Fraud against the Seller or the Seller Indemnitor responsible for such Fraud, and (y) all claims arising from any breach of the Ownership Representations against the Seller that committed such breach.

  • The representations and warranties set forth in this Agreement shall survive the Closing and shall remain in full force and effect until the second anniversary of the Closing (except for the representations set forth in Section 2.1 (except for Sections 2.1.1 and 2.1.2) and the second sentence of Section 2.2 (the "Ownership Representations") which shall survive until the expiration of the applicable statute of limitations).

  • Finally, AIV recommends the introduction of a bal- anced rotation system for the European Central Bank which not only respects the principle of equality but also reflects the heterogeneity of the Member States represented.

  • The Entity-Level Representations and the Equity Ownership Representations, and the right to make a claim in respect of breaches thereof by Seller, shall survive the Closing for the applicable Survival Period specified in the last paragraph of Article IV.

  • The purpose of the HKIA Annual Awards and Exhibition is to give professional recognition and to increase public awareness to outstanding achievements in architecture.

  • Except for Claims arising from Tax and Environmental Representations and Stock Ownership Representations, Seller’s aggregate liability hereunder shall not exceed the Purchase Price actually paid to Seller.

  • Except for the Ownership Representations and the representations made by the Purchaser in Section 6, which shall survive indefinitely, the representations and warranties of the Sellers contained herein, and any certificate delivered hereunder, to the extent that such certificate relates to such representations and warranties, shall expire at Closing.

Related to Ownership Representations

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

  • 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.

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

  • 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).

  • 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.

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

  • 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 has the meaning set forth in Section 8.1.

  • 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).

  • 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.

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

  • 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 Representation has the meaning set forth in Section 9.1.

  • Additional Representation has the meaning specified in Section 3.

  • 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.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

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

  • 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.

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

  • 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).

  • 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;

  • PAYEE 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.