Specified Acquisition Representations means such of representations made by Hyperion Therapeutics, Inc. in the Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that Borrower or Acquisition Sub has the right to terminate its obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of such representations.
Specified Acquisition Representations has the meaning specified therefor in Section 5.01(b).
Specified Acquisition Representations means the representations made by (or relating to) Endo and the Target and its subsidiaries in the Arrangement Agreement as are material to the interests of the Lenders, but only to the extent that Endo or (with respect to representations made by (or relating to) Endo) the Target have (or Endo’s or the Target’s applicable affiliate has) the right (determined without regard to any notice requirement) to terminate Endo’s or the Target’s (or Endo’s or the Target’s affiliate’s) obligations (or to refuse to consummate the Acquisition) under the Arrangement Agreement as a result of a breach of such representations.
Examples of Specified Acquisition Representations in a sentence
The Specified Acquisition Representations shall be true and correct in all material respects (except, if a qualifier relating to materiality, material adverse effect or a similar concept applies, such Specified Acquisition Representation shall be true and correct in all respects).
The Specified Acquisition Representations and the Specified Representations shall be true and correct in all material respects as of the Closing Date.
For the avoidance of doubt, the Loan Parties shall not amend, without the consent of the Agents, the definition of "Material Adverse Effect" (as defined in the Acquisition Agreement) or waive non-compliance with any of the applicable Specified Acquisition Representations to the extent such amendment or waiver would be adverse to the Lenders.
The Specified Acquisition Representations shall be true and correct, and the Specified Representations shall be true and correct in all material respects (or in all respects to the extent already qualified by materiality).
More Definitions of Specified Acquisition Representations
Specified Acquisition Representations means those representations and warranties set forth in the applicable acquisition or purchase agreement that are material to the interests of the Lenders, but only to the extent that Borrower (or an Affiliate thereof) has the right (determined without regard to any notice requirement) to terminate, or not to consummate, its obligations under such agreement as a result of such breach of such representation in such agreement.
Specified Acquisition Representations means the representations and warranties made by or on behalf of, or with respect to, Allos and/or its Subsidiaries in the Allos Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Allos Acquisition Agreement as a result of a breach of such representation and warranty in the Allos Acquisition Agreement.
Specified Acquisition Representations means (a) on the Restatement Effective Date, the representations and warranties made by or on behalf of the SellerSellers and/or the 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 their obligations under the Acquisition Agreement or to decline to consummate the TransactionAcquisition Transactions as a result of the failure of such representations or warranties to be true and correct. and (b) after the Restatement Effective Date, with respect to any Limited Condition Transaction Agreement, the representations made by or with respect to the targets in the Limited Condition Transaction Agreement as are material to the interests of the Lenders (but only to the extent that the buyer thereunder has the right (taking into account any right to cure) to terminate its obligations under the Limited Condition Transaction Agreement (or the right not to consummate the Limited Condition Transaction pursuant to the Limited Condition Transaction Agreement) as a result of a breach of such representations in the Limited Condition Transaction Agreement), in each case, determined without regard to whether any notice is required to be delivered under the Limited Condition Transaction Agreement.
Specified Acquisition Representations means the representations and warranties made by, or with respect to, the Seller (as defined in the Specified Purchase Agreement), its Affiliates and the Specified Acquired Assets in the Specified Purchase Agreement as are material to the interests of the Holders, but only to the extent that the Issuer (or one of the Issuer’s Affiliates) has the right to terminate its obligations under the Specified Purchase Agreement or decline to consummate the Specified Acquisition as a result of a breach of such representations and warranties.
Specified Acquisition Representations means (a) on the Restatement Effective Date, the representations and warranties made by or on behalf of the Sellers and/or the 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 their obligations under the Acquisition Agreement or to decline to consummate the Acquisition Transactions as a result of the failure of such representations or warranties to be true and correct and (b) after the Restatement Effective Date, with respect to any Limited Condition Transaction Agreement, the representations made by or with respect to the targets in the
Specified Acquisition Representations means the representations made by Vidara Holdings and relating to the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Horizon has the right (determined without regard to any notice requirement) to terminate Horizon’s obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of such representations.
Specified Acquisition Representations means the representations made by Vidara Holdings and relating to the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Horizon has the right (determined without regard to