Seller Special Representations definition

Seller Special Representations means Section 5.8 (Regulatory Approvals) and Section 5.13 (Intellectual Property).
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Seller Special Representations shall have the meaning set forth in Section 5.04(b)(i).
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Seller Special Representations means the representations and warranties of Seller set forth in Section 5.12 (Taxes) and Section 5.13 (Intellectual Property).
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Examples of Seller Special Representations in a sentence

  • Seller shall not be required to indemnify any Person under Section 11.2(a) for an aggregate amount of Losses exceeding (i) $[***] for breaches of the Seller Special Representations and (ii) the Purchase Price actually paid to Seller under this Agreement at the time the claim is finally adjudicated or settled for breaches of the Seller Fundamental Representations.

  • The Seller Special Representations will remain operative and in full force and effect until the expiration of the eighteen (18) month period following the Closing Date.

  • Seller shall not be required to indemnify any Person under Section 8.2(a) for an aggregate amount of Losses exceeding $[***] for breaches of the Seller Special Representations.

  • The Seller Special Representations and the second sentence of Section 5.5 will remain operative and in full force and effect until the expiration of the thirty (30)-month period following the Closing Date.

  • Notwithstanding the foregoing, (i) the Seller Fundamental Representations, the Buyer Fundamental Representations, and any claim in respect of fraud, intentional misrepresentation or willful breach, shall survive until sixty (60) days after the expiration of any applicable statute of limitations (including any extensions or tolling thereof) and (ii) the Seller Special Representations will survive until the date that is three (3) years after the Closing Date.

  • The aggregate amount of all Losses for which Seller shall be liable under the Seller Fundamental Representations and the Seller Special Representations shall not exceed the Purchase Price.

  • All representations and warranties contained in this Agreement shall survive the Closing for a period of 12 months, notwithstanding any knowledge or investigation acquired with respect thereto, except that the representations and warranties contained in Sections 3(a), 3(b), 3(d), 3(e) (i), 4(a), 4(b), 4(e), 5(a), 5(b), 5A(a), 5A(b) and 5A(d) (the “ Seller Special Representations ”) and in Sections 6(a), 6 (b), 6(d) and 6(e) (the “ Buyer Special Representations ”) shall survive without limitation.

  • The Seller Special Representations shall survive until the second anniversary of the Closing Date (the “Second Cut-Off Date”).


More Definitions of Seller Special Representations

Seller Special Representations means the representations and warranties set forth in Section 3.11 (Compliance with Laws; Regulatory Matters), Section 3.12 (Clients, Etc.) and Section 3.17 (Employee Matters).
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Seller Special Representations means those representations and warranties set forth in Section 3.18(b), (c) and (d) (Intellectual Property). “Sellers” shall mean the Equity Seller and the Asset Sellers. “Separation Costs” shall mean the costs incurred by Buyer or any of its Affiliates which are: (a) Service Fees incurred by Buyer or any of its Affiliates under the Transition Services Agreement which are identified in column M of the Services Schedule to the Transition Services Agreement as “Transitional Separation” costs; (b) (i) PRC Costs and Transaction Payments, to the extent permitted Section 6.2(g), (ii) COBRA costs, to the extent permitted pursuant to Section 6.2(h), (iii) costs associated with any increase in compensation requested by Buyer to the extent permitted pursuant to Section 6.3(A) and (B), and (iv) any severance payments paid from the Closing Date through the first anniversary of the Closing Date for Transferred Employees pursuant to Section 6.2(b)(iv); (c) costs for establishing a new Malaysian facility and costs for moving the applicable Acquired Assets to such new facility; or (d) rent under the lease for the Santa Xxxxx facility for the duration of its current term; and excluding, for the avoidance of doubt, costs incurred by Buyer or any of its Affiliates with respect to the Itasca Lease or the Suzhou Sublease. “Separation Costs Credit” shall mean (a) reimbursement by the Company of Buyer for one hundred percent (100%) of the first seven million ($7,000,000) of Separation Costs and (b) reimbursement by the Company of Buyer for fifty percent (50%) of Separation Costs in excess of seven million ($7,000,000) (with Buyer being solely responsible for the other fifty percent (50%) of such costs); provided that in no event will any Xxxxxxx Party reimburse Buyer for more than $13.5 million in total for Separation Costs. “Series D Documents” shall mean the Series D Stock Purchase Agreement, the Voting Agreement, the Investor Rights Agreement and the Right of First Refusal and Co-Sale
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Seller Special Representations means the representations and warranties contained in Section 2.14 (Environmental), Section 2.17 (Taxes) and Section 2.30 (Coronavirus Pandemic Matters). “Seller Standard Representations” means all of the representations and warranties contained in Article 2, other than Seller Fundamental Representations and Seller Special Representations. “Seller Indemnified Parties” has the meaning set forth in Section 5.3(a). “Seller Parties” means Sellers and the Covenantors. “Sellers” has the meaning set forth in the Preamble. “Sellers’ Asset Allocation Notice” has the meaning set forth in Section 1.9(a). “Sellers Representative” has the meaning set forth in the Preamble. “Sellers’ Retention Amount” means $975,000; provided when and if the retention amount under the R&W Insurance Policy is reduced in accordance with terms thereof, “Sellers’ Retention Amount” shall be reduced to an amount equal to 50% of the then-effective retention amount (any such reduction, a “Sellers’ Retention Amount Deduction”). “Software” means computer programs, operating systems, applications, firmware and other code, including, without limitation, all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof. “Straddle Period” means any taxable period that includes (but does not end on) the Closing Date. “Subsidiary” of any specified Person means any other Person of which such first Person owns (either directly or through one or more other Subsidiaries) a majority of the outstanding equity securities or securities carrying a majority of the voting power in the election of the board of directors or other governing body of such Person, and with respect to which entity such first Person is not otherwise prohibited contractually or by other legally binding authority from exercising control. “Survival Date” has the meaning set forth in Section 5.1.
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Seller Special Representations shall have the meaning set forth in Section 8.1(a).
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Seller Special Representations means the representations and warranties contained in Section 4.19 (Compliance with Healthcare Laws).
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Seller Special Representations means the representations and warranties of Seller set forth inSection 5.12 (Taxes) and Section 5.13 (Intellectual Property). “Seller’s Allocation Notice” has the meaning set forth in Section 7.7(e).
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Related to Seller Special Representations

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

  • Additional Representation has the meaning specified in Section 3.

  • 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).

  • 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).

  • 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).

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

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

  • 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.

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

  • 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.

  • 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).

  • 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.

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

  • 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.

  • 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.

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

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

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

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • 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.

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • 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;

  • 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.