Seller Specified Representations definition

Seller Specified Representations means the representations and warranties contained in Section 3.1 (other than clause (b) thereof), Section 3.2 and Section 3.17.

Seller Specified Representations has the meaning set forth in Section 8.07(a).

Seller Specified Representations means the representations and warranties set forth in Sections 3.11 (Taxes) and 3.14 (Employee Benefits) of this Agreement.

Examples of Seller Specified Representations in a sentence

• The Seller Specified Representations shall be true and accurate in all respects on and as of the Closing Date as though made on and as of the Closing Date, except for such representations and warranties that are made as of a specific date, which representations and warranties shall be true and accurate in all respects as of such date.

• The Seller Specified Representations and the Acquiror Specified Representations will survive the Closing until the date that is the third anniversary of the Closing.

• Notwithstanding the foregoing, the limitations set forth in this Section 9.5(a)(i) shall not apply (1) with respect to the Seller Specified Representations, -106- Seller Fundamental Representations and the Seller Tax Representations (provided that the Eligible Claims Threshold shall apply to claims related to the Seller Specified Representations) or (2) in the case of fraud by either of the Sellers.

• The maximum aggregate Liability ofAIC, on the one hand, and Buyer, on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under S ection 7.2(a)(i), in the case of AIC, or S ection 7.2(c)(i), in the case of Buyer, other than in respect of any Seller Fundamental Representations, Seller Specified Representations, Specified Liabilities or Buyer Fundamental Representations, as applicable,shall be $75,000,000 (the “G eneral Cap”).

• The Seller Specified Representations shall be true and accurate in all respects at and as of the Closing Date as though made on and as of the Closing Date, except for such representations and warranties that are made as of a specific date, which representations and warranties shall be true and accurate in all respects as of such date.

More Definitions of Seller Specified Representations

Seller Specified Representations is defined in Section 8.3(a).

Seller Specified Representations means the representations and warranties made in Section 3.01 , Section 3.02 and

Seller Specified Representations means the representations of Seller made in Sections 3.1 (Organization, Standing and Corporate Power), 3.2 (Capital Structure), 3.4 (Authority), and 3.23 (Brokers); and

Seller Specified Representations means the representations and warranties of Seller contained in Section 2.1(a), Section 2.2(a), (b) and (c), Section 2.2(d) as it relates to Seller and NSGP only, Section 2.3(a), Section 2.3(b) to the extent it relates to NSGP only, and Section 2.12.

Seller Specified Representations has the meaning given to that term in Section 7.01(a).

Seller Specified Representations shall have the meaning set forth in Section 9.01(c)(i).

Seller Specified Representations means the representations and warranties of Seller set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(b)(i), (ii) and (iv) (Consents and Approvals; No Violations), and Section 3.6(b) (Assets) of this Agreement.