Regulatory Representations definition

Regulatory Representations means the representations and warranties of the Seller contained in Section 3.21 (Tax Matters) and Section 3.22 (Environmental Matters).
Regulatory Representations shall have the meaning ascribed in Section 7.2.
Regulatory Representations means the representations and warranties made by a party hereto set forth in Section 3.15 (Benefit Plans; Employees and Employment Practices) and Section 3.17 (Environmental Protection) of this Agreement.

Examples of Regulatory Representations in a sentence

  • At such time as $150,000 of Losses arising out of Indemnifiable Claims in respect of the Regulatory Representations have either been applied to satisfy the $150,000 minimum referred to in Section 9.4(a) or reimbursed to the GST Companies by the Sellers, the GST Companies may no longer assert Indemnifiable Claims in respect of the Regulatory Representations against the Sellers.

  • For avoidance of doubt, the Cap shall be independent of the Extended Survival Rep Cap and the Regulatory Representations Cap, and no Damages from Claims pursuant to Section 10.2(b)(i) in respect of the Extended Survival Representations or the Regulatory Representations shall be used to compute the Cap.

  • At such time as the amount of all Indemnifiable Claims asserted by the GST Companies exceeds $150,000, the GST Companies may assert Indemnifiable Claims in respect of the Regulatory Representations against the Sellers.


More Definitions of Regulatory Representations

Regulatory Representations has the meaning set forth in Section 10.1(a).
Regulatory Representations means the representations and warranties made by a party hereto set forth in Section 3.08(a) (Real Property; Real Property Agreements), but only in respect of the representations contained therein that address matters of title, Section 3.08(b) (Real Property; Real Property Agreements), but only in respect of the representations contained therein that address matters of title, Section 3.08(i) (Real Property; Real Property Agreements), but only in respect of the representations contained therein that address matters of title, Section 3.09 (Title to Other Assets), but only in respect of the representations contained therein that address matters of title, Section 3.19 (Compliance with Laws; Permits), Section 3.20 (Taxes), Section 3.21 (Benefit Plans; Employees and Employment Practices), Section 3.23 (Environmental Protection) and Section 3.24 (Labor Relations) of this Agreement and any representations and warranties or certifications relating to matters of title made in any of the Deeds.
Regulatory Representations the representations and warranties contained in Sections 4.5 and 4.14.
Regulatory Representations means the representations and warranties set forth in Sections 3.9, 3.16 and 3.17.

Related to Regulatory Representations

  • 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.

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

  • 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).

  • 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.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • 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.

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

  • Special 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).

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

  • Advisory Representative means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.

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

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • 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).

  • 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).

  • 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.

  • 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.

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

  • Factory representative means an agent or employee of a manufacturer, distributor, or factory branch retained or employed for the purpose of making or promoting the sale of new motor vehicles or for supervising or contracting with new motor vehicle dealers or proposed motor vehicle dealers.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • Additional Disclosure As defined in Section 3.18(a)(v).

  • Licensing representative means a person authorized by the Department under Section 5 of the Child Care Act of 1969 to examine facilities for licensure.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • 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.