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 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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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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Examples of Surviving Representations and Warranties in a sentence

  • No representation or warranty contained in this Agreement or in any certificate or document delivered pursuant hereto shall survive the Closing, except for those contained in Sections 5.1, 5.2, 5.3(only as to Seller), 5.10, 6.1, 6.2, 6.3, 6.4, 6.5 (the "Surviving Representations and Warranties").

  • No representation or warranty contained in this Agreement or in any certificate or document delivered pursuant hereto shall survive the Closing, except for those contained in Sections 5.1, 5.2, 5.3(only as to Seller), 5.10, 6.1, 6.2, 6.3, 6.4(the "Surviving Representations and Warranties ").

  • 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.

  • Xx representation or warranty contained in this Agreement or in any certificate or document delivered pursuant hereto shall survive the Closing, except for those contained in Sections 5.1, 5.2, 5.3(only as to Seller), 5.10, 6.1, 6.2, 6.3, 6.4(the "Surviving Representations and Warranties ").

  • No representation or warranty contained in this Agreement or in any certificate or document delivered pursuant hereto shall survive the Closing, except for those contained in Sections 5.1, 5.2 and 5.3 (only as to WMT), 6.1, 6.2, 6.3, and 6.4 (the Surviving Representations and Warranties).

  • Seller shall indemnify and hold harmless Buyer and Frozen Assetts, Inc., and shall reimburse Buyer and Frozen Assetts, Inc., for, any loss, liability, damage or expense (including reasonable attorneys fees) (collectively, "Damages") arising from or in connection with (a) any inaccuracy in any of the Surviving Representations and Warranties of Seller in this Agreement or (b) any failure by Seller to perform or comply with any agreement in this Agreement.

  • If written notice of a claim has been given prior to the expiration of the applicable Surviving Representations and Warranties by the Purchaser to the Seller, then the relevant Surviving Representations and Warranties shall survive as to such claim, until such claim has been finally resolved.

  • No representation or warranty contained in this Agreement or in any certificate or document delivered pursuant hereto shall survive the Closing, except for those contained in Sections 5.1, 5.2, 5.3 (only as to Seller), 5.10, 6.1, 6.2, 6.3, 6.4 (the "Surviving Representations and Warranties").

  • 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.

  • Neither the period of survival nor the liability of the Seller with respect to the Surviving Representations and Warranties shall be reduced by any investigation made at any time by or on behalf of the Purchaser.


More Definitions of Surviving Representations and Warranties

Surviving Representations and Warranties has the meaning ascribed to such term in Section 8.1.
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Surviving Representations and Warranties is defined in Section 8.1.
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Surviving Representations and Warranties shall have the meaning set forth in Section 10.2(b)(i) 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 has the meaning set forth in Section 9.1(b).
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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.

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

  • 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.

  • 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 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).

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

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

  • 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; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • 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.

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • 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).

  • 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 contained in Part 2 of Schedule 8;

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