Specified Representation definition

Specified Representation means the representations and warranties in Sections 4.01(a), 4.01(b) (but excluding, in the case of Section 4.01(b)(ii), any contractual restriction other than each debt instrument representing debt for borrowed money with a principal outstanding amount of the Requisite Amount or more, and, in relation to such instruments only, disregarding the reference to “Material Adverse Effect” set forth therein), 4.01(d), 4.01(h), 4.01(i) and 4.01(k).

Specified Representation means each representation and warranty set forth in Sections 4.1 through 4.9, 4.11, 4.12, 4.17, 4.18, 4.19 and 4.29 to the extent relating to any Group Members (excluding the Target Group members).

Specified Representation with respect to any Limited Condition Acquisition, the representations and warranties of the Loan Parties prior to giving effect to such Limited Condition Acquisition set forth in Sections 4.3(a), 4.3(b), 4.4, 4.5, 4.11, 4.14 (other than with respect to the second sentence thereof), 4.16, 4.19, 4.20 (other than with respect to the second sentence thereof), 4.23 and 4.26.

Examples of Specified Representation 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.

• No Default or Event of Default has occurred and is continuing (other than, on the Closing Date, as a result of a breach of any representation or warranty other than any Specified Representation).

• The Specified Representations shall be true and correct in all material respects on and as of the date of the borrowing (although any Specified Representation that expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be).

• The Borrower or the relevant Subsidiary Holdco agrees to give prompt notice (not to exceed five (5) Business Days) to the Administrative Agent after it obtains knowledge of any Specified Representation Deficiency and, upon such notice, will provide a LTV Certificate as of the date of such notice giving pro forma effect to removal of such Subsidiary as a Transaction Party.

• The Specified Representations will shall true and correct in all material respects (except 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, and that any such representation qualified by materiality or material adverse effect will be true and correct in all respects).

More Definitions of Specified Representation

Specified Representation has the meaning set forth in Exhibit B to this Agreement.

Specified Representation shall have the meaning provided in Section 6.02.

Specified Representation means a representation or warranty set forth in any of the following subsections: 2.01(b), 2.03(e), 2.03(h), 2.03(i), 2.04(a), 2.04(b), or 2.04(c).

Specified Representation means each of the representations and warranties made by the Borrower in Section 3.01(a), Section 3.02(a) (provided that “Transactions” as used in such clause (a) shall be limited to entry into the Loan Documents and, with respect to the Borrower, the borrowing of the Loans on the Closing Date), Section 3.02(b), Section 3.03(b), Section 3.03(c) (provided that such clause (c) shall apply only with respect to any indenture, instrument or agreement for committed or funded Material Indebtedness), Section 3.04(a) (provided that the term “GAAP” as used in such clause (a) shall mean GAAP as then in effect), Section 3.09(a) and Section 3.13.

Specified Representation has the meaning set forth in Section 9.3 (a) of this Agreement.

Specified Representation means any representation or warranty contained in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.3 (Title to Interests), Section 4.4 (Non-contravention), Section 4.5 (Consents), Section 4.7 (Brokers), Section 6.1 (Organization and Good Standing), Section 6.2 (Authority), Section 6.3 (No Conflicts), Section 6.4 (Consents), Section 6.5 (Capitalization), Section 6.8 (Petroleum Contracts), Section 6.9 (Petroleum Production), Section 6.18 (Environmental Matters), Section 6.20 (Benefit Plans), Sections 6.24 or 6.25(r) (Taxes), or Section 6.31 (Brokers).

Specified Representation means each of the representations and warranties made by the Borrower in Sections 4.01(a) (limited to corporate existence), 4.01(b) (limited (x) in the case of clause (ii) thereof, to applicable law in any material respect and (y) in the case of clause (iii) thereof, to contractual restrictions under any indenture, instrument or agreement for committed or funded indebtedness for borrowed money of the Borrower in excess of $100,000,000), 4.01(c), 4.01(d), 4.01(e)(i), 4.01(g), 4.01(h), 4.01(j), 4.01(l), 4.01(m) and 4.01(n).