Purchaser’s Representations and Warranties definition

Purchaser’s Representations and Warranties has the meaning set forth in Clause 9.1 of this Agreement.
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Purchaser’s Representations and Warranties has the meaning set forth under Paragraph 7.3.
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Purchaser’s Representations and Warranties means the representations and warranties given by the Purchasers’ Representative in Article IV, (Representations and Warranties of the Purchasers) or in any certificate delivered pursuant hereto;
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Examples of Purchaser’s Representations and Warranties in a sentence

  • Xxxxxxxxx agrees to notify Seller of any state of facts that would constitute a breach of or render inaccurate any of Purchaser’s Representations and Warranties within five (5) days after becoming aware of such state of facts.

  • Each of the Purchaser’s Representations and Warranties shall have been true, correct, and complete in all material respects when made and as though made on the Closing Date.

  • The Purchaser shall indemnify and hold harmless the Seller from and against any direct and actual Loss or damage that the Seller has suffered as a direct consequence (conseguenza immediata e diretta) of a breach of any of the Purchaser’s Representations and Warranties.

  • Seller’s Representations and Warranties and Purchaser’s Representations and Warranties shall survive Closing hereunder for one (1) year.

  • Purchaser’s Representations and Warranties shall be true and accurate in all material respects on the Effective Date and on the Closing Date.

  • The Purchaser agrees to indemnify and hold the Sellers harmless from all losses, liabilities, claims, costs, expenses and damages – including, without limitation, legal costs and experts’ and consultants’ fees – incurred or suffered by any of the Sellers as a result of the Purchaser’s Representations and Warranties not being true and correct or as a result of the Purchaser not complying with its undertakings, covenants and obligations provided for in this agreement.

  • The Purchaser represents and warrants to the Seller as follows (the “Purchaser’s Representations and Warranties”) as at the Signing Date and as at the Closing Date, in the latter case by reference to facts and circumstances subsisting on the Closing Date and, for this purpose, the Purchaser’s Representations and Warranties shall be deemed to be repeated on the Closing Date as if any express or implied reference in the same to the date of this Agreement was replaced by a reference to such date.

  • Purchaser’s Representations and Warranties shall be true and accurate on the Effective Date and on the Closing Date.

  • All obligations of the Vendor under this Agreement are subject to the fulfillment, before or at closing, of the following conditions: 12.1 Purchaser’s Representations and Warranties The Purchaser’s representations and warranties contained in this Agreement will be true at and as of closing as though such representations and warranties were made as of such time.

  • Purchaser’s Representations and Warranties CMS: to be commented later.


More Definitions of Purchaser’s Representations and Warranties

Purchaser’s Representations and Warranties as defined in Article 13.
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Purchaser’s Representations and Warranties means the Purchaser's representations and warranties as set forth in Article 5;
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Purchaser’s Representations and Warranties means the representations and warranties contained in Schedule 6 Part B given by each of the Purchasers;
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Purchaser’s Representations and Warranties means the warranties given by the Purchaser pursuant to Clause 7.2 and Schedule 11.
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Purchaser’s Representations and Warranties means the representations and warranties contained in Clause 9.
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Purchaser’s Representations and Warranties means, collectively, the representations and warranties contained in Exhibit F.
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Related to Purchaser’s Representations and Warranties

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

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

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 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.

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

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • 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.

  • 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.

  • 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).

  • 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.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • 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.

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

  • 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.

  • 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)).

  • 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).

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

  • Seller’s Closing Documents as defined in Section 3.2(a).

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

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • 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.