Personal Representations definition

Personal Representations. Section 9.01 "Preferred Stock Stated Value" Section 2.01(a)(ii)(B) "Principal Shareholder" Article III "Product" Whereas Clause 1 "Real Property" Section 3.10(c) "Real Property Leases" Section 3.10(b) "Registration Rights Agreement" Section 8.04 "Registration Statement" Section 8.04 "Release" Section 3.27(f)(v) "Reverse Merger" Section 1.01(b) "Reverse Merger Surviving Corporation" Section 1.01(b) "SEC" Section 4.07 "SEC Reports" Section 4.07 "Securities Act" Section 3.05(a) "Shareholder Equity" Section 2.04(a) "Shareholders" Heading Paragraph "Special Representations" Section 9.01 "Stock Portion" Section 2.01(a)(ii) "Stock Restriction Agreement" Section 8.02 "Summit Holders" Section 8.02 "Surviving Corporation" Section 1.01 "Tax Benefit" Section 9.02 "tax return" Section 3.18(f) "taxes" Section 3.18(f) "Third Party Claim" Section 9.06(b) "Unaudited Statements" Section 3.06
Sample 1
Personal Representations. Section 8.01 "Real Property Leases" Section 3.10(b) "Real Property" Section 3.10(b) "Registration Rights" Section 2.01(d) "Release" Section 3.27(f)(v) "Rights Agreement" Section 1.07(d) "S Corporation" Section 3.18 "SEC" Section 5.06 "Securities Act" Section 2.01(c) "Shareholder Representative" Heading Paragraph "Shareholders" Heading Paragraph "Special Representation" Section 8.01 "State Tax Adjustment" Section 5.01A(a) "Subsidiary" Section 3.03 "Surviving Company" Section 1.01 "Tarxien" Section 3.08 "Tax Benefit" Section 8.02 "Tax Return" Section 3.18(i) "Taxes" Section 3.18(i) "Taxing Authority" Section 5.02B "Tecstar Canada" Section 3.08 "Tecstar USA" Section 3.08 "Third Party Claim" Section 8.06 "Unaudited Financial Statements" Section 3.06
Sample 1
Personal Representations has the meaning set forth in Section 2(a).
Sample 1

Examples of Personal Representations in a sentence

  • The Designated Personal Representations of each Seller shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date.

  • The representations and warranties made by such Shareholder in Section 3(a)(i) and Section 3(a)(ii) of the ESOP Purchase Agreement to which such Shareholder is a party are true and correct in all material respects as of the date hereof with the same force and effect as though made on and as of the date hereof, and such representations and warranties are hereby confirmed to CECP and made as part of the Personal Representations and Warranties of such Shareholder hereunder as fully as if set forth herein.

  • At such time as the aggregate Losses (including Losses arising out of or resulting from Special Representations, Personal Representations or Additional Matters) incurred by Parent, Acquisition Subsidiary and the Surviving Corporation, on one hand, or Losses incurred by the Holders, on the other hand, shall exceed the Basket, such party shall be entitled to receive the full amount of its Losses (and not only that portion which is in excess of the Basket).

  • Any claim for indemnification pursuant to Section 6.4(a) shall be made by written notice from the MoSys Indemnitee to the Holders’ Agent in accordance with the terms of the Escrow Agreement or pursuant to Section 6.4(b) from the Holders’ Agent or the Virage Group to MoSys in accordance with Section 8.2; provided, however, that any claim in respect of the Personal Representations and Warranties, which are given on a several basis, shall be made by MoSys directly to the particular Vendor.

  • Indemnification obligations of any Seller may be satisfied by setting off all or any part of any Damages Buyer suffers if the Requisite Sellers in the case of Breaches of Seller's Company Representations, or such Seller in the case of Breaches of Seller's Personal Representations, and Buyer jointly instruct the Escrow Agent under the Escrow Agreement to pay over to Buyer a corresponding amount from the escrowed funds in the Escrow Account credited to the account of such Seller.

  • The withdrawal of Escrowed Funds (including ----------------- any undistributed interest earned thereon), as provided in Section 2.05(a)(iii), will be the exclusive source of satisfaction for monetary Losses subject to indemnification by the Holders pursuant to this Article IX, except for Losses arising out of or resulting from breaches of Special Representations or Personal Representations.

  • For the avoidance of doubt, no Seller will be liable for (A) any breach of or inaccuracy in any other Seller’s Personal Representations, (B) any breach of any covenant or agreement of any other Seller set forth in this Agreement, or (C) any fraud committed solely by any other Seller.

  • FPI not bound by Personal Representations: The Tenderer shall not be entitled to any increase on the quoted rates except as provided under the heading “Financial Bid” or any other rights or claim whatsoever by reason of any representation, explanation or statement or alleged representation, promise or guarantee given or alleged to have been given to him by any person.

  • At such time as the aggregate Losses (including Losses arising out of or resulting from Special Representation, Personal Representations or Additional Matters) incurred by Parent, Acquisition Subsidiary or the Surviving Corporation, on one hand, or Losses incurred by the Holders, on the other hand, shall exceed the Basket, such party shall be entitled to receive the full amount of its Losses and not only that portion which is in excess of the Basket.


More Definitions of Personal Representations

Personal Representations means the representations and warranties set forth in Section 2. “Personal Tax Representations” means the representations and warranties set forth in Section 2.4. “POEM” has the meaning assigned to such term in Section 2.4(a). “Pre-Closing Period” means the period commencing on the Agreement Date and continuing until the earlier of the termination of the Agreement pursuant to Section 8 and the Closing. “Price Per Secondary Share” means an amount denominated in dollars equal to the Adjusted Pre- Money Company Equity Value divided by the Fully Diluted Share Number. “Pro Rata Portion” means, for any Seller, the fraction having:
Sample 1

Related to Personal Representations

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

  • Additional Representation has the meaning specified in Section 3.

  • Personal representative means the person or persons who, upon the disability or incompetence of a Participant, shall have acquired on behalf of the Participant, by legal proceeding or otherwise, the power to exercise the rights or receive benefits under this Plan and who shall have become the legal representative of the Participant.

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

  • 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).

  • Foreign personal representative means a personal representative appointed by another jurisdiction.

  • 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).

  • 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).

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • legal personal representative means the personal or other legal representative of the shareholder;

  • 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).

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

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

  • 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.

  • 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.

  • Personal Effects means personal items regularly worn or carried on the person for his/her personal use, for example clothing, watch, wallet.

  • 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.

  • Personal relationship means an ongoing romantic or intimate personal relationship that can include, but is not limited to, dating, living together or being a partner or significant other. This definition applies regardless of gender, gender identification, or sexual orientation of the individuals in the relationship. This restriction does not extend to friends, acquaintances or former colleagues who are not otherwise encompassed in the scope of “personal relationships.”

  • Personal harassment means any improper behaviour by a person employed by the Employer that is directed at and offensive to another person employed by the Employer which the first person knew or ought reasonably to have known would be unwelcome. Personal harassment comprises objectionable conduct, comment, act or display that demeans, belittles or causes personal humiliation or embarrassment to the recipient.

  • Successor personal representative means a personal representative, other than a special administrator, who is appointed to succeed a previously appointed personal representative.

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

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

  • Personal Grievance means a claim that an employee: (a) Has been unjustifiably dismissed; or (b) has had his/her employment, or his/her conditions of employment, affected to (c) his/her disadvantage by some unjustifiable action by the employer; or (d) has been discriminated against in his/her employment; or (e) has been sexually harassed in his/her employment; or (f) has been racially harassed in his/her employment; or (g) has been subjected to duress in relation to union membership.

  • Departmental Representative means the person designated in the Contract, or by written notice to the Contractor, to act as the Departmental Representative for the purposes of the Contract, and includes a person, designated and authorized in writing by the Departmental Representative to the Contractor;

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