Surviving Representation definition

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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Surviving Representation has the meaning assigned to such term in Section 6.1.
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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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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.

  • 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.

  • 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.

  • Neither the Foundation nor the Servicer shall be liable for any Indemnifiable Costs (as defined below) resulting from a breach of a Surviving Representation and Warranty unless a written claim for indemnification is made by the Parent or the Buyer on or before the applicable date of termination of such Surviving Representation and Warranty.

  • 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.

  • 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.

  • The provisions of this Section 7.3(a) shall not apply to any and all claims or payments made with respect to all Losses incurred pursuant to Section 7.2(a)(i) for any breach or inaccuracy of any Surviving Representation.

  • Notwithstanding the preceding sentence, any Surviving Representation in respect of which indemnity may be sought under Section 12.02 shall survive the time at which it would otherwise terminate pursuant to the preceding sentence, if notice of the inaccuracy or breach thereof giving rise to such right to indemnity shall have been given to the party against whom such indemnity may be sought prior to such time.

  • Superintendent Kress discussed the reopening plan for the 2020-2021 school year.

  • Purchaser shall have the right to bring an action against Seller for a breach of a Seller Surviving Representation only if Purchaser gives written notice of such breach to Seller within three (3) Business Days after the end of the Survival Period and files such action on or before the first day following the second anniversary of the Closing Date.


More Definitions of Surviving Representation

Surviving Representation has the meaning set forth in Section 7.1.
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Surviving Representation shall have the meaning set forth in Section 6.1.
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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 Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • 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).

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • 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.

  • 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;

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;