Special Representation definition

Special Representation is defined in Section 7.3(e).
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Special Representation means any representation or warranty in Section 3.1.1 (Corporate Matters), 3.1.2 (No Options), 3.1.3 (Absence of Conflicting Agreements), 3.1.4 (Consents, Approvals), 3.1.9 (Tax Matters), 3.1.17 (Benefit Plans), 3.1.21 (Ethical Practices; Sanctions Regimes), 3.1.22 (Intellectual Property Rights), 3.1.23 (Information Technology), 3.2.1 (Corporate Matters), 3.2.2 (Absence of Conflicting Agreements), or 3.2.4 (Consents and Approvals);
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Special Representation is defined in SECTION 8.4(a).
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Examples of Special Representation in a sentence

  • Notwithstanding the foregoing terms of this Section, (1) Section 8.3(a), 8.3(b), 8.3(c) or 8.3(d) will not limit any Liability or other obligation with respect to any Special Representation or Critical Representation and (2) the amount of Losses hereunder with respect to any Special Representation or Critical Representation will not be used in determining if the Deductible or Cap has been reached or exceeded.

  • If the aggregate amount of such Damages exceeds the Deductible, then the Purchaser Indemnified Persons will, subject to the other limitations contained in this Agreement, be entitled to be indemnified only against the portion of such Damages in excess of the Deductible; provided, however, that this Section 9.2(c)(ii) shall not in any way limit any Purchaser Indemnified Person’s rights in respect of any breach of any Special Representation.

  • A representation or warranty which is not a Fundamental Representation or a Special Representation is referred to herein as a “Non-Fundamental Representation”.

  • Neither Seller nor Buyer shall have any liability under Sections 10.1(a)or 10.2(a), respectively, unless a claim for Losses for which indemnification is sought thereunder is asserted by the party seeking indemnification thereunder by written notice to the party from whom indemnification is sought during the General Survival Period or the Special Representation Survival Period, as applicable.

  • Special Representation of the Solid-State Circuits SocietyThe IEEE Circuits and Systems (CAS) Society and the IEEE Solid-State Circuits (SSC) Society have agreed to fully interact and cooperate for their mutual and individual benefit.


More Definitions of Special Representation

Special Representation shall have the meaning set forth in Section 6.1(a) hereof.
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Special Representation means any representation or warranty in Section 3.7 or 3.21. “Critical Representation” means any representation or warranty (A) in Section 3.2, 3.11(a), 3.24, 4.2 or 4.7 or (B) that is made with fraud (of which intent is an element).
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Special Representation means any representation or warranty contained in Section 3.1 (Organization, Standing and Power; Subsidiaries), Section 3.2 (Capitalization; Title to Shares), Section 3.3 (Authorization, Enforceability and Non-Contravention), Section 3.13 (Taxes), Section 3.19 (Brokers’ and Finders’ Fees), Section 4.1 (Organization, Standing and Power), Section 4.2 (Authority) or Section 4.4 (Brokers’ and Finders’ Fees).
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Special Representation means any representation or warranty in Article 3 or in Section 4.2, 4.3(b), 4.5, 4.12, 4.14(j), 4.23, 4.25,
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Special Representation is defined in Section 6.1(f).
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Special Representation means any representation or warranty in ARTICLE 3 or in SECTIONS 4.1 (Organization, Qualification and Power), 4.2 (Capitalization), 4.3 (Subsidiaries), 4.5 (Broker’s Fees), 4.12 (Tax Matters), 5.1 (Organization of SurModics), 5.2 (Authorization of Transaction) or 5.4 (Broker’s Fees) hereof, or any representation or warranty fraudulently made or otherwise made with the intent to deceive or otherwise mislead (and, in each case, any related schedule).
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Special Representation has the meaning given to it in Section 6.1.
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