Specified Transaction Agreement Representations definition

Specified Transaction Agreement Representations means such of the representations made by, or with respect to, the Target and its subsidiaries in the Transaction 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 Transaction Agreement or decline to consummate the Acquisition (and in each case invoke the related condition under the Scheme) as a result of a breach of such representations in the Transaction Agreement.
Sample 1Sample 2Sample 3
Specified Transaction Agreement Representations means such of the representations made by, or with respect to, Eagle and its Subsidiaries 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 decline to consummate the Eagle Acquisition as a result of a breach of such representations in the Acquisition Agreement.
Sample 1Sample 2Sample 3
Specified Transaction Agreement Representations means such of the representations and warranties made by the Target and its Subsidiaries in the Target Acquisition Documents as are material to the interests of the Lenders, but only to the extent the Borrower (or any of its Subsidiaries or Affiliates) has, or would have, the right not to consummate the Offer or Scheme, as the case may be, or otherwise not to consummate the Target Acquisition, or the Borrower (or any of its Subsidiaries or Affiliates) has, or would have, the right to terminate its obligations to consummate the Offer or Scheme, as the case may be, or otherwise not consummate the Target Acquisition as a result of a breach of such representations and warranties in the Target Acquisition Documents.
Sample 1Sample 2Sample 3

Examples of Specified Transaction Agreement Representations in a sentence

  • The Specified Transaction Agreement Representations shall be true and correct.


More Definitions of Specified Transaction Agreement Representations

Specified Transaction Agreement Representations as defined in Section 6.8(m).
Sample 1Sample 2
Specified Transaction Agreement Representations means the representations and warranties made with respect to the Private Brands Business in the Private Brands Transaction Agreement that are material to the interests of the Administrative Agent or Lenders, in their capacities as such, but only to the extent that the Co-Contributor (or its affiliates) has the right to terminate its (or their) obligations under the Private Brands Transaction Agreement or to decline to consummate the Private Brands Transaction (in each case, in accordance with the terms of the Private Brands Transaction Agreement) as a result of a breach of such representation or warranty.
Sample 1Sample 2
Specified Transaction Agreement Representations means the representations and warranties made by, or with respect to, the Borrower and its subsidiaries in the First Amendment Transaction Agreement as are material to the interests of the 2018 Incremental Term Lenders, but only to the extent that the Borrower (or its affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or their) obligations under the First Amendment Transaction Agreement or to decline to consummate the First Amendment Transaction (in each case, in accordance with the terms thereof) as a result of a breach of such representations and warranties in the First Amendment Transaction Agreement.
Sample 1
Specified Transaction Agreement Representations means such of the representations made by, or with respect to, the Target and its subsidiaries in the
Sample 1
Specified Transaction Agreement Representations means the representations made by, or with respect to, the Target and its subsidiaries in the Transaction Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or their) obligations under the Transaction Agreement as a result of a breach of such representations in the Transaction Agreement or to decline to consummate the Effective Date Acquisition (in each case, in accordance with the terms of the Transaction Agreement) as a result of a breach of such representations and warranties in the Transaction Agreement.
Sample 1

Related to Specified Transaction Agreement Representations

  • 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.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Specified Agreement is defined in Section 8.1(e) of the Agreement.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Specified Transaction will have the meaning specified in Section 14 of this Agreement.

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Investment Representation Letter As defined in Section 5.02(b).

  • Related Transactions Documents means the Loan Documents, and all other agreements or instruments executed in connection with the Related Transactions.

  • Specified Agreements means agreements relating to the following matters, namely:

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Excluded Transactions means:

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Qualified Transaction means a qualified

  • Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company, than those contained in the Confidentiality Agreement; provided, that such agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement.

  • Termination Agreement has the meaning set forth in the Recitals.