Target Representations definition

Target Representations means, with respect to any Investment being financed pursuant to an Incremental Facility, such of the representations and warranties with respect to the investee made by such investee or the seller of such investee under an acquisition agreement pursuant to which such investee is being acquired, to the extent a breach of such representations and warranties would be material to the interests of the Lenders, but only to the extent that the Borrower or an Affiliate of the Borrower has the right to terminate the Borrower’s or such Affiliate’s obligations under such acquisition agreement (or decline to consummate such Investment) as a result of a breach of such representations in such acquisition agreement.
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Target Representations means the representations and warranties made by the Target with respect to the Target, its subsidiaries and their respective businesses in the Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that Buyer (or one of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its obligations under the Acquisition Agreement (or otherwise decline to consummate the Acquisition) as a result of a breach of such representations and warranties in the Acquisition Agreement.
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Target Representations means the representations and warranties made by or on behalf of the Target and its Subsidiaries and contained in the Merger Agreement and the representations and warranties of the Company with respect to the Target and its Subsidiaries set forth in Sections 4.1, 4.3, 4.14, 4.15, 4.18 and 4.19
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Examples of Target Representations in a sentence

  • Each party will notify the other party in writing as soon as practicable after that party becomes aware of any fact, matter or circumstance that constitutes or may reasonably constitute a breach of any of the Target Representations and Warranties or Bidder Representations and Warranties, as applicable.

  • The Target Representations and Warranties in paragraph 6 ( Capital Structure) and 7 (Diluted Capital) of Schedule 2 being inaccurate.

  • Subject to clause 9.6, Target agrees with Bidder (in its own right and separately as trustee or nominee for each Bidder Indemnified Party) to indemnify Bidder and each of the Bidder Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that Bidder or any of the other Bidder Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the Target Representations and Warranties.

  • Subject to clause 12.6 and clause 14.2, the Target agrees with the Bidder (on the Bidder's own behalf and separately as trustee for each of the Bidder Indemnified Parties) to indemnify and keep indemnified the Bidder Indemnified Parties from and against all Losses incurred by the Bidder Indemnified Parties as a result of any breach of any of the Target Representations and Warranties.

  • Target Representations and Warranties means the representations and warranties set out in clause 10.2. Target Share means a fully paid ordinary share in the capital of Target.

  • The Target represents and warrants to the Bidder that each of the Target Representations and Warranties are true and correct in all material respects.

  • Target Representations and Warrantiesthe representations and warranties of Target set out in Schedule 3, as each is qualified by clause 7.5. Target Share a fully paid ordinary share in the capital of Target.

  • Target Bidder (g) (Target Representations and Warranties) the Target Representations and Warranties are true and correct in all material respects at all times between the date of this Deed and as at 8.00am on the Second Court Date,except where expressed to be operative at another time.

  • Target Representations and Warranties means the Target Scheme Representations and Warranties and the Target Business Representations and Warranties.

  • The Target indemnifies the Bidder against any Claim, action, loss, liability, cost, payment or expense (including legal costs on a full indemnity basis) suffered or incurred by the Bidder arising out of, or in connection with, any breach of any Target Representations and Warranties.


More Definitions of Target Representations

Target Representations means (i) such of the representations made by or with respect to the Target and its subsidiaries in the Purchase Agreement as are material to the interests of the 2020 Incremental Lenders (in their capacities as such) (but only to the extent that the Borrower or its affiliates have the right to terminate or decline to consummate the Borrower’s obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement).
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Target Representations such representations made by Aetna in the Merger Agreement as are material to the interests of the Lenders (but only to the extent that the breach of such representations would permit the Borrower or its applicable Subsidiary (taking into account any applicable cure provisions) to terminate the Borrower’s or such Subsidiary’s obligations under the Merger Agreement or to decline to close the Aetna Acquisition as a result of the breach of such representations in the Merger Agreement).
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Target Representations means the representations and warranties made by or with respect to the Target in the Merger Agreement that are material to the interests of the Lenders (but only to the extent that the breach of such representations and warranties would permit the Borrower not to close the Merger or to terminate the Merger Agreement).
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Target Representations means the representations made by the Seller with respect to the Snacks Business in the Transaction Agreement that are material to the interests of the Lenders (to the extent that the breach of such representations would permit the Borrower not to close the Acquisition in accordance with the Transaction Agreement).
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Target Representations means such of the representations made by the Target or its Affiliates in the FAPS Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Borrower or its Affiliates has the right to terminate the obligations of the Borrower or its Affiliates (or to refuse to consummate the Acquisition) under the FAPS Acquisition Agreement as a result of the failure of such representations to be accurate.
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Related to Target Representations

  • 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.

  • 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.

  • 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.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • 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 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.

  • 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).

  • Non-Lead Asset Representations Reviewer means the party acting as “asset representations reviewer” (within the meaning of Item 1101(m) of Regulation AB) under a Non-Lead Securitization Servicing Agreement.

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

  • Parent Representatives has the meaning set forth in Section 5.2(a).

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

  • 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).

  • Abuse Investigation and Protective Services means reporting and investigation activities as required by OAR 407-045-0300 and any subsequent services or supports necessary to prevent further abuse as required by OAR 407-045-0310.

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

  • 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).

  • Asset Representations Reviewer means the asset representations reviewer appointed as provided in the Lead Securitization Servicing Agreement.

  • Eligible Asset Representations Reviewer means a Person who (i) is not, and is not Affiliated with, the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (ii) was not engaged or Affiliated with a Person that was engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

  • 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.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

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

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

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

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