Title Representation definition

Title Representation has the meaning ascribed to it in Section 9.01(a).
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Title Representation means a representation or warranty made by Seller and the Principals under Section 4.1, Section 4.2, Section 4.3, Section 4.7 or Section 4.11(a).
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Title Representation is defined in Section 8(a)(ii) of this Agreement.
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Examples of Title Representation in a sentence

  • Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law.

  • Except as set forth in paragraph (b) below in, no event shall the Liability of Seller for Losses under clause (i) of this Section 10.01(a) arising out of breaches of the General Representations exceed, in the aggregate, fifty percent (50%) of the Purchase Price, (or, with respect to breaches of the Title Representation and the covenants contained in Sections 1.01(a)(i) and 1.05 exceed, in the aggregate, the Purchase Price).

  • To the extent any claim against the Title Company fails to reasonably compensate PEGC I OP for any loss, cost or damage as a result of the matter giving rise to the breach or violation of such Real Estate Title Representation (including a denial of any claim made on a Title Policy (in whole or in part)), then PEGC I OP shall have the right to pursue any deficiency in accordance with the terms and provisions hereof as a result of the breach or violation of such representation or warranty.

  • By:_______________________________ Name: _____________________________ Name: Title: Representation Letter Xxxxxxxx Mining Inc.

  • Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Document, in no event shall the aggregate amount of Losses for which Seller and/or any Seller Party is obligated to indemnify the Buyer Indemnified Parties pursuant to (a) Section 9.2(b) or any breach of a Title Representation (other than Fraud) exceed the Purchase Price and (b) Section 9.2 (other than Section 9.2(b), any breach of a Title Representation and Fraud) exceed the then-remaining Escrow Funds.

  • Notwithstanding the foregoing, Purchaser shall have no recourse against any Seller for Purchaser Damages beyond the amount available at the time of such claim pursuant to such Seller’s Holdback, after giving effect to any payments made or that should have been made pursuant to Section 2.7 or Section 3.3 or pursuant to Section 12.5(b), except with respect to a breach of a Title Representation which shall not be limited by the breaching Seller’s Holdback.

  • Any claim for any breach or inaccuracy of a Title Representation, breach of an agreement or covenant to be performed or complied with at or after the Closing, or any Losses arising in connection with the matters referred to in paragraphs 1 and 2 of Schedule 11.1 may be made at any time before the last day of the 15 year ultimate limitation period (or such later date permitted by applicable Law).

  • Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time without any time limitation.

  • Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period (or such later date permitted by applicable Law).

  • For the avoidance of doubt, the aggregate liability of the Subscriber in respect of the SPA Title Representation shall be the Price.


More Definitions of Title Representation

Title Representation means the representations and warranties set out in Sections 5.11(a), (b), (d), (e), (f), (g) and (k);
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Title Representation means the representations and warranties of Seller contained in Sections 3.03 and 3.09.
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Title Representation has the meaning given in Section 8.1(b).
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Title Representation means a representation or warranty made by GPD, 851 or Xxxxx, as applicable, under Sections 3.1, 3.2, 4.1 or 4.8(a).
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Title Representation means the representations and warranties in Section 3.1(e), Section 4.1(b)(i), Section 4.1(b)(iii), and Section 4.1(b)(v).
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Related to Title Representation

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • 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.

  • 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.

  • Additional Representation has the meaning specified in Section 3.

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

  • Deemed Material and Adverse Representation Each representation and warranty identified as such in Section 9.02 of this Agreement.

  • Disclosure Representative means the Finance Director, or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent.

  • Buyer Fundamental Representations means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Corporate Authorization), Section 5.3 (Binding Effect), Section 5.4 (Capitalization) and Section 5.16 (Brokers’ Fees).

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

  • 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 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).

  • Investment Representation Letter As defined in Section 5.02(b).

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

  • 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).

  • 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.

  • 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.

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

  • Preliminary Title Report A report issued by a title insurance company in anticipation of issuing a Title Insurance policy which evidences existing liens and gives a preliminary opinion as to the absence of any encumbrance on title to a Mortgaged Property, except liens to be removed on or before purchase or refinance, as the case may be, by the Borrower and Permitted Encumbrances.

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

  • 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.

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

  • Title Report has the meaning set forth in Section 5.4(b).

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

  • 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).