Surviving Representations and Warranties definition

Surviving Representations and Warranties means the representations and warranties contained in Section 3.1(e)(ii) and Section 3.1(t).
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Surviving Representations and Warranties has the meaning set forth in Section 9.1(b). “TARP” means the Troubled Assets Relief Program established by Sponsor under the Emergency Economic Stabilization Act of 2008, Public Law No. 110-343, effective as of October 3, 2008, as amended by Section 7001 of Division B, Title VII of the American Recovery and Reinvestment Act of 2009, Public Law No. 111-5, effective as of February 17, 2009, as may be further amended and in effect from time to time and any guidance issued by a regulatory authority thereunder and other related Laws in effect currently or in the future in the United States.
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Surviving Representations and Warranties means the representations and warranties contained in Sections 3.1(c), 3.1(o) and 3.1(u) of the Original Investment Agreement (and any relevant disclosure schedules with respect thereto), the terms of which are incorporated herein by reference.
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Examples of Surviving Representations and Warranties in a sentence

  • The representations and warranties contained in Sections 2.1(c), 2.2(b), 2.2(d), 2.4(b) and 2.5(b) (the "Surviving Representations and Warranties") shall survive the Closing Date.

  • So long as this Guarantee is in effect and any Notes are outstanding, IP Holder agrees that (a) each representation and warranty made by IP Holder pursuant to Sections 4.1, 4.2 and 4.4 of this Agreement (the “Surviving Representations and Warranties”) shall survive and (b) IP Holder shall not waive, by course of conduct or in writing, any of the Surviving Representations and Warranties.


More Definitions of Surviving Representations and Warranties

Surviving Representations and Warranties has the meaning set forth in Section 9.1(b).
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Surviving Representations and Warranties shall have the meaning given such term in Section 8.01 hereof.
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Surviving Representations and Warranties means the Fundamental Representations and Warranties and the Specified Representations and Warranties. “Tax” means any federal, state, local or foreign tax, charge, duty, fee, levy or other assessment, including income, branch profits, gross receipts, license, payroll, employment, excise, escheat, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, ad valorem, alternative or add-on minimum, estimated or other tax, or like charges of any kind whatsoever, imposed by any Governmental Authority, and including any interest, penalty or addition thereto, and including any amount owed as a result of Treasury Regulations Section 1.1502-6 or any similar provision of Law. 8
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Surviving Representations and Warranties means the Fundamental Representations and Warranties and the Specified Representations and Warranties.
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Surviving Representations and Warranties is defined in Section 8.1.
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Related to Surviving Representations and Warranties

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

  • 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.

  • 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;

  • 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).

  • 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).

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

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

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

  • 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).

  • 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).

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • 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).

  • 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).

  • Seller Warranties means the warranties given by the Seller in Schedule 3;

  • Repeating Representations means each of the representations set out in Clause 18.1 (Status), to Clause 18.22 (No Material Adverse Effect) other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information) and Clause 18.13 (No proceedings pending or threatened).

  • 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.

  • 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).

  • 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.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

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

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • 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.

  • Tax Warranties means the warranties set out in part 3 of schedule 8 (Tax)

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