Specified Acquisition Agreement Representations definition

Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

Specified Acquisition Agreement Representations such of the representations and warranties made by the sellers and their Affiliates in the Limited Condition Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Limited Condition Acquisition Agreement, or 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.

Specified Acquisition Agreement Representations means the representations and warranties made by or with respect to the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent the Primary Borrower has the right (determined without regard to any notice requirement) not to consummate the Acquisition or to terminate its obligations (or otherwise do not have an obligation to close) as a result of a failure of such representations and warranties in the Acquisition Agreement to be true and correct.

Examples of Specified Acquisition Agreement Representations in a sentence

• The (i) Specified Acquisition Agreement Representations shall be true and correct as required by the terms of the definition thereof and (ii) the Specified Representations shall be true and correct in all material respects; provided that in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be.

• Each of the Specified Acquisition Agreement Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Acquisition Agreement Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) on and as of such earlier date.

• The Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualification) on the Closing Date.

• As of the Closing Date, the Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification).

• Each of the Specified Acquisition Agreement Representations shall be true and correct in all respects as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Acquisition Agreement Representations shall have been true and correct in all respects as of such earlier date.

More Definitions of Specified Acquisition Agreement Representations

Specified Acquisition Agreement Representations means such of the representations and warranties made by or with respect to Concentra and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Initial Borrower has (or its applicable Affiliate has) the right (taking into account any applicable cure provisions), pursuant to the Acquisition Agreement, to terminate its (or such Affiliate’s) obligation under the Acquisition Agreement to consummate the Target Acquisition (or the right not to consummate the Target Acquisition pursuant to the Acquisition Agreement) as a result of a breach of such representations and warranties.

Specified Acquisition Agreement Representations means such of the representations made by the Sellers with respect to the Target Assets in the Acquisition Agreements as are material to the interests of the Lenders, but only to the extent that the applicable (a) Nexstar Entity has the right not to consummate the Newport Acquisition or (b) Mission Entity has the right not to consummate the Little Rock Acquisition, as applicable, or to terminate its obligations under the applicable Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreements.

Specified Acquisition Agreement Representations means the representations and warranties made by, with respect to, or on behalf of the Closing Date Acquired Business in the Closing Date Acquisition Agreement as are material to the interests of the Administrative Agent and the Lenders, but only to the extent that Company or its applicable Affiliates have the right to terminate its (or their) obligations under the Closing Date Acquisition (or decline to consummate the Closing Date Acquisition) as a result of a breach of such representations and warranties.

Specified Acquisition Agreement Representations as defined in Section 6.2(p).

Specified Acquisition Agreement Representations means (i) with respect to the Safeway Acquisition, the representations and warranties covered by the condition in Section 6.2(a) of the Safeway Merger Agreement (but only with respect to the representations and warranties that are material to the interest of the Lenders, and only to the extent that AB LLC (or its applicable Affiliate) has the right to terminate its obligations under the Safeway Merger Agreement or decline to consummate the Safeway Acquisition as a result of a breach of such representations and warranties and (ii) with respect to any Permitted Acquisition or Investment permitted hereunder to be financed in any part by the proceeds of Incremental Term Loan Commitments, the representations and warranties set forth in the definitive agreement therefor that are material to the interest of the Incremental Term Lenders, and only to the extent that the applicable Loan Party has the right to terminate its obligations under such agreement or decline to consummate the Permitted Acquisition or Investment as a result of a breach of such representations and warranties.

Specified Acquisition Agreement Representations means such of the representations made by Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate the Borrower’s obligations under the Acquisition Agreement or to decline to consummate the Acquisition Transaction as a result of a breach of such representations in the Acquisition Agreement.

Specified Acquisition Agreement Representations means the representations made by Media General in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that Nexstar Media or Merger Sub has the right to terminate its obligations under the Merger Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement.