SOL Representations definition

SOL Representations has the meaning set forth in Section 9.01(a)(ii).
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SOL Representations the representations and warranties contained in Section 4.2 (Authorization; Enforceability), Section 4.3 (Governmental Authorization), Section 4.5 (Capitalization; Subsidiaries), Section 4.9 (Tax Matters) and Section 4.22 (Employees and Contractors).
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SOL Representations has the meaning ascribed thereto in Section 3.3.1.
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Examples of SOL Representations in a sentence

  • Notwithstanding the foregoing, Buyer Indemnified Persons shall be entitled to payments for indemnification in respect of any Breach of or inaccuracy in Sellers Fundamental Representations or the SOL Representations from the first dollar of Losses.

  • For purposes of this Agreement, the term “Applicable Limitation Date” means (i) with respect to Fundamental Representations, indefinitely, (ii) with respect to SOL Representations, 12 months after the date upon which the applicable statute of limitations expires, and (iii) with respect to representations or warranties other than Fundamental Representations and the SOL Representations, the date that is 18 months following the Closing Date.

  • No indemnification shall be payable to a Seller Indemnified Party with respect to any claim asserted after the Indemnification Cut-Off Date which relates to the Seller Indemnifiable Losses described in or arising under Section 12.3(b) except for Seller Indemnifiable Losses arising out of any SOL Representations; provided that any claim for indemnification as to which specific notice has been given prior to the Indemnification Cut-Off Date shall survive such expiration until final resolution of such claim.

  • For purposes of this Agreement, the term “Applicable Limitation Date” means, (i) with respect to Fundamental Representations, indefinitely, (ii) with respect to SOL Representations, 60 days after the date upon which the applicable statute of limitations expires, and (iii) with respect to representations or warranties other than Fundamental Representations and the SOL Representations, the date that is 15 months following the Closing Date.

  • No indemnification shall be payable to a Seller Indemnified Party with respect to any claim asserted after the Indemnification Cut-Off Date which relates to the Seller Indemnifiable Losses described in or arising under Section 11.3(b) except for Seller Indemnifiable Losses arising out of any SOL Representations; provided, that any claim for indemnification as to which specific notice has been given prior to the Indemnification Cut-Off Date shall survive such expiration until final resolution of such claim.

  • For purposes of this Agreement, the term “Applicable Limitation Date” means (i) with respect to Fundamental Representations, indefinitely, (ii) with respect to SOL Representations, the date that is 30 days after the date upon which the applicable statute of limitations expires, and (iii) with respect to representations or warranties other than Fundamental Representations and the SOL Representations, the date that is 18 months following the Closing Date.

  • No indemnification shall be payable to a Seller Indemnified Party with respect to any claim asserted after the Indemnification Cut-Off Date which relates to the Seller Indemnifiable Losses described in or arising under Section 13.3(b) except for Seller Indemnifiable Losses arising out of any SOL Representations; provided that any claim for indemnification as to which specific notice has been given prior to the Indemnification Cut-Off Date shall survive such expiration until final resolution of such claim.

  • All of the SOL Representations of the Parties shall survive the Closing hereunder forever thereafter (subject only to the applicable statute of limitations).

  • Notwithstanding anything in this Agreement to the contrary, except for claims based upon any breach of the Fundamental Representations, any breach of the SOL Representations, in respect of Sections 9.02(a)(ii), (iii), (iv), (v), (vi) and (vii), or instances of fraud or intentional misrepresentation, all claims by any Buyer Indemnitee will immediately terminate and expire at such time as the Note is no longer outstanding and payable and as all Escrow Funds have been distributed.


More Definitions of SOL Representations

SOL Representations means the representations and warranties contained in Section 5.17 (Taxes), Section 5.18 (Employee Benefit Matters) and Section 5.20 (Environmental Matters).
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SOL Representations means (A) for a Purchaser Indemnitee, the representations and warranties contained in Section 5.16 (Taxes), Section 5.16(t) (Employee Benefit Matters) and Section 5.19 (Environmental Matters) and (B) for a Seller Indemnitee, the representations and warranties contained in Section 6.16 (Taxes) and Section 6.17 (Employee Benefit Matters).
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SOL Representations. The representations and warranties contained in Section 2.14 (Employee Benefits), Section 2.15 (Employment Laws), Section 2.16 (Environmental Laws) and Section 2.17 (Taxes).
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SOL Representations has the meaning set forth in Section 7.4.
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SOL Representations means the representations and warranties in §§3(a) and (b), and 4(a), (b), (c), (d) and (k).
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SOL Representations means the representations and warranties of the Company set forth in Section 3.09, Section 3.14, Section 3.19 and Section 3.20.
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Related to SOL Representations

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

  • Additional Representation has the meaning specified in Section 3.

  • 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).

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

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • 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; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Buyer Fundamental Representations means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Corporate Authorization), Section 5.3 (Binding Effect), Section 5.4 (Capitalization) and Section 5.16 (Brokers’ Fees).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • 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.

  • Parent Fundamental Representations means the representations and warranties of Parent and Merger Sub set forth in Sections 3.1(a) (Due Organization; Subsidiaries), 3.3 (Authority; Binding Nature of Agreement), 3.4 (Vote Required) and 3.18 (No Financial Advisors).

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

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

  • 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.

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

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

  • 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.

  • 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.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • 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).

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

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

  • 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.

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