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

  • 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.

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

  • 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 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.

  • Any amounts recoverable from Seller as the Indemnifying Party pursuant to Section 8.2(a) (other than with respect to Seller Fundamental Representations and Seller Special Representations) shall first be satisfied from the funds available in the Escrow Account.

  • Notwithstanding the foregoing, the limitations set forth in Section 8.4(a) and Section 8.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in the Seller Fundamental Representations, the Seller Special Representations, or the Buyer Fundamental Representations.


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 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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Seller Special Representations shall have the meaning set forth in Section 8.1(a).
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Related to Seller Special Representations

  • Buyer Fundamental Representations means those representations and warranties set forth in Section 5.1, Section 5.2, Section 5.3(a), Section 5.5, Section 5.6 and Section 5.11.

  • 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).

  • 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).

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

  • 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).

  • 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.