Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;
Seller Warranties means the warranties given by the Seller in Schedule 3;
Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;
Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.
Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.
Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;
Seller’s Closing Documents as defined in Section 3.2(a).
Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered included in Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.
Tax Warranties means the warranties set out in part 3 of schedule 8 (Tax)
Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.
Licenses and Permits means all foreign, local, state and federal licenses, permits, registrations, certificates, Contracts, consents, accreditations and approvals necessary for the operation of the Business.
Seller Contracts means all Contracts (i) relating to the Business under which Seller has or may acquire any rights or benefits, (ii) relating to the Business under which Seller has or may become subject to any obligation or Liability or (iii) by which any of the Purchased Assets or Assumed Liabilities is or may become bound.
Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.
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.
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).
Permits and Licenses means any approval, consent, license, permit, waiver, exception, variance or other authorization issued, granted, given, or otherwise made available by or under the authority of a government or governmental agency or under any applicable law, regulation, rule or order.
Seller Consents has the meaning set forth in Section 3.03.
Assigned Contracts has the meaning set forth in Section 2.01(c).
Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.
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 Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.
Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;
Environmental Authorizations means all licenses, permits, orders, approvals, notices, registrations or other legal prerequisites for conducting the business of the Borrower required by any Environmental Requirement.
Governmental Approvals means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.
Governmental Authorizations means any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Legal Requirement.
Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.