Surviving Representation definition

Surviving Representation means a representation (i) of Seller set forth in Section 3(a), Section 3(b), Section 3(c)(i), Section 3(d), Section 3(e), Section 3(h) or Section 3(q) or (ii) of the Buyer set forth in Section 4(a), Section 4(b)(i), Section 4(c), Section 4(g) and Section 4(h).
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Surviving Representation shall have the meaning set forth in Section 6.1.
Sample 1
Surviving Representation means, as applicable, (i) a representation or warranty set forth in this Agreement or any Closing Document made by Seller and that was first discovered after Closing to be breached or inaccurate (it being understood that, for purposes of determining when the same was first discovered, Purchaser shall not be deemed to have known of a breach of any covenant unless disclosed in writing to Purchaser in the Disclosure Schedule or the Updated Schedule (defined below) or unless Purchaser otherwise has Actual Knowledge thereof), or (ii) a representation or warranty set forth in this Agreement or any Closing Document made by Purchaser that was first discovered by Seller after the Closing to be breached (it being understood that, for purposes of determining when the same was first discovered, Seller shall not be deemed to have known of a breach of any covenant unless disclosed by Purchaser to Seller in writing or unless Seller otherwise has actual knowledge thereof).
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Examples of Surviving Representation in a sentence

  • Should it be finally determined that Seller or the Company has breached any Surviving Representation, then the Buyer shall have the right to call upon the un-wind provisions as delineated herein.

  • Buyer shall be indemnified by Seller and the Company as follows: Seller and the Company shall indemnify and hold harmless the buyer from and against any losses, damages or expenses which may be suffered or incurred by Buyer arising from or by reason of the inaccuracy of any Surviving Representation.

  • No action may be brought with respect to a breach of any Surviving Representation after such time unless, prior to such time, the Party seeking to bring such an action has notified the other Parties of such claim, specifying in reasonable detail the nature of the loss suffered.

  • The rights and remedies of any party in respect of any inaccuracy or breach of any Fundamental Representation, Surviving Representation or covenant shall in no way be limited by the fact that the act, omission, occurrence or other state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other Fundamental Representation, Surviving Representation or covenant as to which there is no inaccuracy or breach.

  • Each Surviving Representation shall automatically be null and void and of no further force and effect upon the expiration of the Limitation Period unless, prior to the expiration of the Limitation Period, Purchaser shall have provided Seller with a Breach Notice (as hereinafter defined) alleging that Seller is in breach of such Surviving Representation.

  • In 2014, 13 percent of the U.S. population constituted of immigrants, or foreign born residents (Pew, 2015).9 About a quarter, or 11.1 million, of the immigrants in the U.S. are unauthorized to stay and a similar proportion, or 11.7 million, are lawful permanent residents.10 Mexico is the single largest source country of immigrants in the U.S. comprising27.7 percent (11.7 million) of the immigrant population in the U.S. in 2014 (Pew, 2015).

  • For the avoidance of doubt, any Surviving Representation that refers to "the date hereof" or "as of the date hereof" or any other similar reference shall be deemed to refer to the date of the Guaranty.

  • Effective as of the Closing, and subject to the limitations set forth in Section 10.04(a), Buyer hereby indemnifies Parent and its Affiliates and their respective directors, officers, employees and agents against, and agrees to hold them harmless from any and all Damages incurred or suffered by any of them, arising out of or related in any way to any misrepresentation or breach of any Surviving Representation or Covenant made or to be performed by Buyer pursuant to any of the Transaction Documents.

  • Buyer's indemnification rights under this Agreement shall be limited to Losses arising out of a breach of a Surviving Representation and Warranty, covenant or agreement and this shall be the sole remedy of Buyer with respect thereto.

  • For the avoidance of doubt, the Indemnification Limit and Threshold Amount shall not be applicable with respect to a breach of a Seller Surviving Representation, the indemnity in Section 8.1.7 or any indemnity in Section 11.2 other than Section 11.2(e).


More Definitions of Surviving Representation

Surviving Representation has the meaning set forth in Section 7.1.
Sample 1
Surviving Representation has the meaning assigned to such term in Section 6.1.
Sample 1

Related to Surviving Representation

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Repeating Representations means each of the representations set out in Clause 19.1.1 (Status) to Clause 19.1.6 (Governing law and enforcement), Clause 19.1.10 (No default) to Clause 19.1.19 (Pari passu ranking) and Clause 19.1.25 (Sanctions).

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • 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.

  • Additional Representation has the meaning specified in Section 3.

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • 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.

  • Special Representations has the meaning set forth in Section 8.1.

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • 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.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • 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).

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

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