Special Representations definition

Special Representations has the meaning set forth in Section 8.1.

Special Representations has the meaning set forth in Section 5.01.

Special Representations has the meaning set forth in Section 10.1.

Examples of Special Representations in a sentence

• Except as set forth below and in the case of claims alleging fraud or Intentional Misrepresentation by any Person, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) for Indemnifiable Damages arising from or in connection with the matters listed in clauses (i) and (ii) of the first sentence of Section 8.1 (other than with respect to any of the Special Representations) shall commence at the Closing and terminate January 31, 2013 (the “Holdback Period”).

• Section 5.01 Existence, Qualification and Power; Compliance with Laws 104 Section 5.02 Authorization; No Contravention 104 Section 5.03 Governmental Authorization; Other Consents 104 Section 5.04 Binding Effect 105 Section 5.05 Financial Statements; No Material Adverse Effect 105 Section 5.06 Litigation 105 Section 5.07 Special Representations Relating to FCC Authorizations, Etc.

• By way of illustration, this includes, but is not limited to, the following: Section 9 (Indemnification), Section 17 (Disputes), Section 16 (Warranties), Section 24 (Confidentiality and Public Communication) Section 26 (Liquidated Damages/Limitation of Liability) and Section 30 (Special Representations, Warranties and Covenants).

• In addition, the aggregate liability for all Sellers for all recoverable Losses pursuant to Section 11.02(a) shall not exceed $17,550,000, including amounts recovered from the Indemnification Escrow Account; provided, however, that the limitations set forth in this Section 11.03(a) shall not apply to any Loss resulting from the breach of the Special Representations or the Extended Representations or the Covenants set forth in Section 8.04.

• Notwithstanding anything to the contrary in this Agreement, the limitations set forth in Sections 9.6(a) and 9.6(b) shall not apply to Losses arising from: (i) the Excluded Liabilities; (ii) the Unauthorized Practice of Law; (iii) lack of full compliance with immigration Law in connection with employees; (iv) the fraud of Seller; or (v) a breach by Seller of the Special Representations.

More Definitions of Special Representations

Special Representations means the representations and warranties set forth in Sections 3.1 (Organization and Power), 3.4 (Capitalization), 3.8 (Arrangements with Related Persons), 3.17 (Brokers), 3.20 (Employee Benefit Plans) and 3.21 (Taxes).

Special Representations means the representations and warranties of Sellers and the Company (as applicable) contained in Section 3.5 (Brokers and Finders), Section 4.18 (Environmental Matters), Section 4.27 (Brokers and Finders), and Section 5.7 (Brokers and Finders).

Special Representations means, with respect to Sellers and Companies, the representations and warranties in Article III, and Sections 4.01, 4.02, 4.03, 4.05, 4.06, 4.11, 4.18, 4.20, 4.21 and 4.22.

Special Representations shall have the meaning set forth in Section 9.1(c).

Special Representations means any representations or warranties relating to, or made pursuant to, the Capitalization and Closing Payment Amount Certificate or Sections 3.3 (capitalization), 3.4 (authorization) or 3.15 (taxes) of this Agreement.

Special Representations means the representations set forth in Sections 3.1(a), 3.1(b), 3.1(c) (“Due Incorporation and Capitalization”) and 3.2(a) (“Due Authority”), excluding the representation contained in Section 3.1(a) that all jurisdictions in which each of the Azur Group Entities is qualified to do business as a foreign corporation are set forth in Section 3.1 of the Azur Disclosure Schedule.

Special Representations means the representations and warranties set forth in Sections 4.10 (Regulatory Matters), 4.15 (Intellectual Property), 4.20 (Employee Benefits), 4.21(c) (Labor and Employment Matters), and 4.25 (Certain Payments).