Principal Representations definition

Principal Representations is defined in Section 7.1(b).
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Principal Representations means Section 4.08(c) (FDA); Section 4.12 (Environmental); Section 4.13(b) (OSHA) and Section 4.25 (DOJ NPA).
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Principal Representations means the representations and warranties made by each Principal in this Agreement or in any certificate delivered by or on behalf of the Principals to the Purchaser or any of its Affiliates pursuant to this Agreement.
Sample 1

More Definitions of Principal Representations

Principal Representations means the representations and warranties contained in (i) the first two and last sentences of Section 5.2 (Authorization/Noncontravention), the first sentence of Section 5.9(a) (Assets), Section 5.14 (Environmental and Safety Matters), Section 5.16 (Employee Benefit Plans), Section 5.18 (Tax Matters), Section 5.19 (Brokerage and Transaction Bonuses) and Section 5.21 (Affiliated Transactions) of this Agreement; (ii) the first two and last sentences of Section 5.2 (Authorization; Noncontravention) and the first sentence of Section 5.3 (Title to Assets) of the Equipment Purchase Agreement; (iii) the first two and last sentences of Section 5.2 (Authorization; Noncontravention) of the Goodwill Purchase Agreement; (iv) Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.11 (Environmental and Safety Matters), Section 5.13 (Employee Benefit Plans), Section 5.14 (Tax Matters), Section 5.15 (Brokerage and Transaction Bonuses) and Section 5.18 (Affiliated Transactions) of the CCC Merger Agreement; and (v) Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), the first two sentences of Section 5.4 (Assets), Section 5.11 (Environmental and Safety Matters), Section 5.13 (Employee Benefit Plans), Section 5.14 (Tax Matters), Section 5.15 (Brokerage and Transaction Bonuses) and Section 5.18 (Affiliated Transactions) of the Xxxx Xxxx Merger Agreement.
Sample 1

Related to Principal Representations

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

  • Additional Representation has the meaning specified in Section 3.

  • 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 has the meaning set forth in Section 8.1.

  • 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.

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

  • 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).

  • Principal representative means a senior official of the United States Government serving in a foreign country who has been designated by the Secretary of State as occupying a position of such importance that the Government should defray the unusual expenses incident to the operation and maintenance of his/her official residence.

  • 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 Representation has the meaning set forth in Section 9.1.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

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

  • 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).

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

  • 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.

  • 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.

  • 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.

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • 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).

  • Engineer-in-charge representative means any officer of the Authority nominated by the Engineer-in-charge for day to day supervision, checking, taking measurement, checking bills, ensuring quality control, inspecting works and other related works for completion of the project.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

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

  • 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.

  • 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.

  • Investment Representation Letter As defined in Section 5.02(b).