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.
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.
Tax Representation Letters has the meaning assigned in Section 5.16(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Closing Merger Consideration has the meaning set forth in Section 2.02
Buyer Fundamental Representations has the meaning set forth in Section 8.01.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Merger Closing means the “Closing” as defined in the Merger Agreement.
Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Parent Disclosure Letter has the meaning set forth in Article IV.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).
Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
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).
Merger Agreement has the meaning set forth in the Recitals.
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.
Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).
Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.