Qualified Representations definition

Qualified Representations means those representations and warranties set forth in: the second sentence of Section 4.3(a); Section 4.3(b); Section 4.5(a); clause (b) of Section 4.8; Section 4.11(a)(vi); Section 4.11(e); the first and third sentences of Section 4.13(b); Section 4.13(c); the lead-in paragraph of Section 4.14; Section 4.16(h); Section 4.16(l); clause (iii) of Section 4.17; and the penultimate sentence of Section 4.18.
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Qualified Representations means the representations and warranties set forth in Section 3.01, clause “(a)” of Section 3.04, Section 3.06 and Section 4.02.
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Qualified Representations means the representations and warranties set forth in Section 3.4, Section 3.6(a), Section 3.7(a), Section 3.7(d), the first sentence of Section 3.9(b), the first sentence of Section 3.14 and Section 3.21.
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Examples of Qualified Representations in a sentence

  • Company Materiality Qualified Representations" shall mean the representations and warranties of the Company contained in Sections 2.4(a)(ii), 2.4(b), 2.4(f), 2.5(a), 2.5(k), 2.5(l), 2.5(m), 2.5(n), the first sentence of 2.9(c) (other than in clause "(y)" of such sentence), 2.16(f)(i) and 2.28 of the Agreement.

  • Parent Materiality Qualified Representations" shall mean the representations and warranties of Parent and Merger Sub contained in Sections 3.3(a), 3.3(b), 3.3(d), 3.4(a), 3.4(c), 3.4(d), 3.4(e), 3.12(c) and 3.16 of the Agreement.

  • For purposes of determining the amount of any Loss incurred in connection with any inaccuracy or a breach of a representation or warranty under this Section 11.2(a) or whether such inaccuracy or breach has occurred, in each case (other than with respect to the Qualified Representations), all references to “materiality” or “Material Adverse Effect” or other similar terms shall be disregarded.

  • A Material Adverse Effect will be considered to exist with respect to one or more Matters that are the subject of a Qualified Representation if the existence of such Matters, when taken as a whole and considered in the aggregate with the existence of all other Matters that are the subject of all other Qualified Representations, would have or result in, or would reasonably be expected to have or result in, a Material Adverse Effect.


More Definitions of Qualified Representations

Qualified Representations means the representations and warranties set forth in Sections 3.7(a), 3.7(b)(i)(B) , 3.7(b)(iii) , 3.7(b)(iv) , 3.7(c)(iii) , 3.7(c)(iv) , 3.10(b) , 3.10(c) and 3.15 .
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Qualified Representations means (a) the representations and warranties set forth in Sections 3.7(a)(i), 3.14(b) and Section 3.19, (b) the exception to the representations and warranties with respect to the unaudited Company Financial Statements made in the second sentence of Section 3.6, (c) the representations and warranties made in Section 3.11(a) as a result of the inclusion of clause (A) thereof being contained in such Section, (d) the representations and warranties made in Section 3.12(a) as a result of the inclusion of clause (iv), (vii) or (xi) thereof being contained in such Section, and (e) the certification given pursuant to Section 8.2(c)(i), to the extent such certification relates to the representations and warranties described in clauses (a), (b), (c) and (d) above.
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Qualified Representations means those representations and warranties set forth in: the second sentence of Section 4.3(a); Section 4.3(b); Section 4.5(a); clause (b) of Section 4.8; Section 4.11(a)(vi); Section 4.11(e); the first and third sentences of Section 4.13(b); Section 4.13(c); the lead-in paragraph of Section 4.14; Section 4.16(h); Section 4.16(l); clause (iii) of Section 4.17; and the penultimate sentence of
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Qualified Representations means the representations and warranties set forth in Section 3.01, clause “(a)” of Section 3.04 , Section 3.06 and Section 4.02 .
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Qualified Representations means the representations and warranties set forth in Section 2.5(c) and Section 2.6(a).
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Qualified Representations means the representations and warranties set forth in Sections 3.7(a), 3.7(b)(i)(B), 3.7(b)(iii), 3.7(b)(iv), 3.7(c)(iii), 3.7(c)(iv), 3.10(b), 3.10(c) and 3.15.
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Related to Qualified Representations

  • 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).

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

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

  • Qualified representative means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following:

  • 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.

  • 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).

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

  • 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).

  • 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).

  • 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).

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

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

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

  • Additional Representation has the meaning specified in Section 3.

  • 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.

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

  • 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.

  • 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.

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

  • 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.

  • 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.

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

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

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

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

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.