Representations Survival Period definition

Representations Survival Period has the meaning given to that term in Section 10.01(a).
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Representations Survival Period has the meaning set forth in Section 8.1(b)(ii). “Representative” of a Person means any Affiliate, stockholder, member, partner, officer, director, officer or employee of such Person or any investment banker, attorney, accountant, broker or other advisor, agent or representative of such Person. “Required Stockholder Approval” has the meaning set forth in Section 3.3(a). “Requisite Regulatory Approvals” has the meaning set forth in Section 6.1(b). “Resale Registration Statement” has the meaning set forth in Section 5.17(a).
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Representations Survival Period has the meaning given to it in Section 7.3(1)(d).
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Examples of Representations Survival Period in a sentence

  • For the avoidance of doubt, the Parties hereby acknowledge and agree that the Representations Survival Period is a contractual statute of limitations and any claim brought by any Party pursuant to this Agreement must be brought or filed prior to the expiration of the Representations Survival Period.

  • For the avoidance of doubt, the Parties hereby agree and acknowledge that a Representations Survival Period is a contractual statute of limitations that may be shorter than the statute of limitations otherwise available under Applicable Law and any claim brought by any Indemnified Party pursuant to this Article X must be brought or filed prior to the expiration of the applicable Representations Survival Period.

  • Seller’s liability to Purchaser under each such Seller Estoppel Certificate (including, but not limited to, any inaccuracies therein) shall terminate on the earlier to occur of: (A) the date Purchaser receives a completed Tenant Estoppel signed by such Other Tenant, whose Lease is the subject of such Seller Estoppel Certificate, and (B) the date on which the Lease to which such Seller Estoppel Certificate relates terminates; and (C) the date on which the Property Representations Survival Period ends.

  • For the avoidance of doubt, the parties hereby agree and acknowledge that the Representations Survival Period is a contractual statute of limitations and any claim brought by any party to this Agreement pursuant to this Article 9 must be brought or filed prior to the expiration of the Representations Survival Period.

  • Notwithstanding the foregoing, if written notice of a claim has been given pursuant to this Article X prior to the applicable Representations Survival Period by the Person seeking indemnification for such claim, then the representations, warranties, covenants or agreements with respect to which such claim alleges a breach shall survive solely as and to the extent of such claim until such claim has been finally resolved pursuant to this Article X.

  • For the avoidance of doubt, the Parties hereby agree and acknowledge that the Representations Survival Period is a contractual statute of limitations and any claim brought by any Party pursuant to this Article XI must be brought or filed prior to the expiration of the Representations Survival Period.

  • The covenants and agreements of the parties contained in or made pursuant to this Agreement or any Collateral Document shall survive each Closing (unless any such covenant or agreement by its express terms in this Agreement does not so survive) and shall remain operative and in full force and effect for the statute of limitations applicable to contractual obligations (“Covenant Survival Period” together with the Representations Survival Period, the “Indemnity Period”).

Related to Representations Survival Period

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

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

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

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

  • 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).

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

  • 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.

  • 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).

  • 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.

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

  • 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.

  • Additional Representation has the meaning specified in Section 3.

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

  • 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.

  • 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.

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

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

  • 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.

  • 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;

  • 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.

  • 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.