Representations and Covenants definition

Representations and Covenants. “ shall mean representations, warranties, indemnities, covenants and assurances.
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Representations and Covenants means representations, warranties, indemnities, covenants and assurances. 62. “Restated Licenses” means the Cadila Restated License and the Novavax Restated License. 63. “ROFN Grantor” means the Party who controls a particular ROFN Product, either CPLB or Novavax, as applicable. 64. “ROFN Holder” means the Party that is the beneficiary of a ROFN, either CPLB or Novavax, as applicable. 65. “ROFN Products” means CPLB ROFN Products and the Novavax ROFN Products. 66. “Schedule I Assets” has the meaning assigned to such term in the Recitals. 67. “Selling Shareholder” shall have the meaning described in Section 5.2. 68. “Shareholder” means a holder of Shares of CPLB. 69. “Shares” means the equity shares of the CPLB and includes the Common Shares the 1% Redeemable Preference Shares, and any other securities
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Examples of Representations and Covenants in a sentence

  • Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party 3.4 Breach of Supplier’s Representations and Covenants.

  • Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services providedto U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party 3.4 Breach of Supplier’s Representations and Covenants.

  • The number of Shares delivered pursuant to this paragraph shall not exceed the Maximum Deliverable Share Amount and shall be subject to the provisions under “Early Termination” hereof regarding Proceeds Amount and the provisions set forth in subsection (c) under “Additional Agreements, Representations and Covenants of Counterparty, Etc.” below.

  • Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and(b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party 3.4 Breach of Supplier’s Representations and Covenants.

  • General Acknowledgments, Representations and Covenants of the Subscriber.

  • Representations and Covenants Among Lenders 117 BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS Section 13.01.

  • If the Buyer cannot make the representation called for in Section (a) of the Certificate of Representations and Covenants for Ownership Limit Waiver attached as Exhibit B to the Amended and Restated Ownership Limit Waiver Agreement, then the provisions of the immediately preceding sentence shall apply except that 9.225% shall be substituted for 9.9%.

  • The number of Shares delivered pursuant to this paragraph shall not exceed the Maximum Deliverable Share Amount and shall be subject to the provisions set forth in subsection (c) under “Additional Agreements, Representations and Covenants of Counterparty, etc.” below.

  • Survival of Representations and Covenants; Survival of Confidentiality Agreements .

  • From and after the Closing Date, each of Seller and the Seller Related Entities shall have the right to claim against Buyer for all costs, fees, expenses, damages, deficiencies, interest and penalties (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by any such Seller Related Entity in connection with any Losses, arising out of, or in any way relating to the Buyer Surviving Representations and Covenants as provided in this Section 11.1.

Related to Representations and Covenants

  • 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.

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

  • 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).

  • Special Representations has the meaning set forth in Section 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.

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

  • 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 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).

  • 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).

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

  • 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.

  • 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;

  • 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).

  • 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.

  • Covenants means the covenants set forth in Section 4 of this Agreement.

  • 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).

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

  • 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.

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

  • 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.

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

  • 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.

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