Representation Survival Period definition

Representation Survival Period means, (i) for the Seller Individual Representations (excluding the Seller Excluded Representations), the period beginning on the Closing Date and ending on the date that is the fifteen (15) month anniversary of the Closing Date, and (ii) for Buyer’s, Merger Sub’s and the SPAC’s representations and warranties (excluding the Buyer Excluded Representations), the period beginning on the Closing Date and ending on the date that is the fifteen (15) month anniversary of the Closing Date.
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Representation Survival Period means six (6) months.
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Representation Survival Period means, (i) for the Sellers’ and the Company’s representations and warranties (excluding the Seller Excluded Representations) set forth in Article 4 of this Agreement, the period beginning on the Closing Date and ending on the date that is the 18-month anniversary of the Closing Date, and (ii) for Buyer’s representations and warranties (excluding the Buyer Excluded Representations) set forth in Article 5 of this Agreement, the period beginning on the Closing Date and ending on the date that is the 18- month anniversary of the Closing Date.
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Examples of Representation Survival Period in a sentence

  • The representations of Seller contained in Section 9.3 (a) - (e) hereof shall survive Closing for the Representation Survival Period.

  • Neither Seller nor Buyer shall have any liability under Sections 10.1(a)or 10.2(a), respectively, unless a claim for Losses for which indemnification is sought thereunder is asserted by the party seeking indemnification thereunder by written notice to the party from whom indemnification is sought during the General Survival Period or the Special Representation Survival Period, as applicable.

  • Notwithstanding any provision in the Arrangement Agreement to the contrary, the parties agree that, for purposes of Section 10.4(c)(v), the Specified Pi Reps shall be deemed to survive the Closing until the last day of the General Representation Survival Period.

  • The representations and warranties of the Company and the Stockholders contained in this Agreement (including the Schedules attached hereto), except for Sections 2.2 [Authorization and Validity], 2.3 [Capitalization], 2.14 [Taxes], 2.16 [Employee Benefits], and 2.22 [Environmental Matters], and in the certificate delivered pursuant to Section 1.4(a)(i), shall terminate on the first anniversary of the Closing Date (the "Basic Representation Survival Period").

  • The representations and warranties of the Company set forth in Section 4.1(j) and 4.1(r) shall terminate on March 31, 2006, and the representations and warranties of the Members set forth in Section 4.2(c) shall survive until the five year anniversary of the Closing Date (the “Extended Representation Survival Period” together with the Basic Representation Survival Period, the “General Representation Survival Period”).

  • Notwithstanding anything to the contrary in this Agreement, Contributor's obligations and liabilities under this Agreement with respect to any Contributor Estoppel shall not be subject to the Cap, the Basket or the Representation Survival Period.

  • Notwithstanding the fact that the Specified IP Representation Survival Period extends past the Escrow Termination Date, in no event shall any amounts withheld from the Company Equityholders under the Right of Setoff with respect to breaches of the Specified IP Representation, when combined with all amounts recovered by Parent from the Escrow Fund, exceed the Escrow Amount.

  • The representations and warranties of Buyer contained in Sections 5.1 (Organization and Good Standing), 5.2 (Authority and Enforceability), 5.5 (Availability of Funds), 5.8 (No Knowledge of Misrepresentation or Omission) and 5.9 (Separate Representations and Warranties) shall remain operative and in full force and effect until the expiration of the Special Representation Survival Period.

  • Notwithstanding anything to the contrary in this Agreement, Seller's obligations and liabilities under this Agreement with respect to any Substitute Ground Lessor Estoppel shall not be subject to the Cap, the Basket or the Representation Survival Period.

  • The representations of Seller contained in Section 9.3 (a) - (f) hereof shall survive Closing for the Representation Survival Period.


More Definitions of Representation Survival Period

Representation Survival Period has the meaning set forth in Section 6.1.
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Related to Representation Survival Period

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

  • Survival Period has the meaning set forth in Section 11.1.

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

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

  • 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).

  • 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.

  • Survival Date has the meaning set forth in Section 9.1.

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

  • 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.

  • 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).

  • 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).

  • 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 has the meaning set forth in Section 8.1.

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

  • 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.

  • 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.

  • Additional Representation has the meaning specified in Section 3.

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

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

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

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

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • 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).

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Warranty means any one of them.