Transaction Representations definition

Transaction Representations means the representations made by Vodafone in the Transaction Agreement that are material to the interests of the Lenders (but only to the extent that the Borrower has the right not to consummate the Share Acquisition under, or terminate, the Transaction Agreement as a result of a failure of any such representation in the Transaction Agreement to be true and correct).
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Transaction Representations shall survive the Closing Date without time limitation;
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Transaction Representations shall have the meaning set forth in Section 9.1.
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Examples of Transaction Representations in a sentence

  • The Specified Representations and the Merger Transaction Representations shall be true and correct in all material respects on and as of the Closing Date (although any Specified Representation or Merger Transaction Representation which expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be).

  • The representations and warranties of the Sellers contained in section 3B (other than the Transaction Representations and Warranties, the Tax Representations and Warranties, the Employee Benefit Plan Representations and Warranties, the Environmental Representations and Warranties and the Products Liability Representations and Warranties) shall survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date.

  • There shall be no limit on the amount of any Losses for which the Company or IMP is entitled to indemnification for the breach of any Transaction Representations and Warranties.

  • Samassa tutkimuksessa käytiin IT-johdolle suunnatun kyselytutkimuksen avulla läpi myös epäonnistumisten yleisimpiä syitä.

  • The representations and warranties of the Shareholder contained ss.5A, of the Seller contained in ss.ss.5B(a), (b), (c), and (d) (the "Seller Transaction Representations and Warranties"), and of the Purchaser contained in ss.4 shall survive the Closing and continue in full force and effect for a period of two (2) years.

  • Except in the case of the Transaction Representations made by CEX, the preceding condition shall be deemed to be satisfied unless any Losses reasonably anticipated to be caused by any inaccuracies, as determined pursuant to the preceding sentence, of the representations and warranties of CEX, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company.

  • The aggregate liability of the Seller for breaches of representations and warranties under Section 10.2(a)(i) (other than the Seller Transaction Representations, for which the limitations of this Section 10.3 shall not apply) shall not exceed $340,000,000.

  • Except for the Seller Transaction Representations and Warranties and the representations and warranties of the Seller contained in Sections 5B(j), (k), (L), (r), (s), and (v), the Seller's representations and warranties contained in Section 5B shall survive the Closing and continue in full force and effect until two (2) years after the Closing Date.

  • KBRA Benchmark – U.S. Credit Card ABS v 1.0 Transaction Representations & Warranties2any Lien for municipal or other local taxes if those taxes are currently not due or if Seller is currently in good faith contesting those taxes in appropriate proceedings and has set aside adequate reserves for those contested taxes) in compliance in all material respects with allrequirements of law applicable to Seller.

  • The remaining representations and warranties of the Sellers contained in ss.3B (other than the Transaction Representations and Warranties, the Tax Representations and Warranties, the Employee Benefit Plan Representations and Warranties, the Environmental Representations and Warranties and the Products Liability Representations and Warranties) shall survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date.


More Definitions of Transaction Representations

Transaction Representations means the representations and warranties set forth in Exhibit C which are deemed to be made by Seller to Purchaser in accordance with Section 3(c) hereof.4254 “Transfer of Control” means, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller of such eNote. “Transfer of Control and Location” means, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller and Location of such eNote. “Transferable Record” means an Electronic Record under E-Sign and UETA that (i) would be a note under the Uniform Commercial Code if the Electronic Record were in writing, (ii) the issuer of the Electronic Record has expressly agreed is a “transferable record”, and (iii) for purposes of E-SIGN, relates to a loan secured by real property. “UETA” means the Official Text of the Uniform Electronic Transactions Act as approved by the National Conference of Commissioners on Uniform State Laws at its Annual Conference on July 29, 1999. “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. “Unauthorized Servicing Agent Modification” shall have the meaning set forth in the Custodial and Disbursement Agreement. based on SOFR that has been selected or recommended by the Relevant Governmental Body.rate approved by Purchaser in its sole discretion).52 “Trade Assignment” means an assignment to Purchaser of a forward trade between the Takeout Investor and Seller with respect to one or more Purchased Mortgage Loans, together with the related trade confirmation from the Takeout Investor to Seller that has been delivered (which may be delivered electronically), is enforceable and is in full force and effect and confirms the details of such forward trade.4153 “Transaction” has the meaning assigned thereto in Section 1 hereof. “Transaction Fee” has the meaning assigned thereto in the Pricing Side Letter. 52 The definition of “Term SOFR Administrator” was added by Amendment No. 2, dated as of April 28, 2022. 4153 The definition of “Trade Assignment” was amended by Amendment No. 1, dated as of September 24, 2021. 4254 The definition of “Transaction Representations” was added by Amendment No. 1, dated as of September 24, 2021.
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Transaction Representations means the representations and warranties set forth in Exhibit C which are deemed to be made by Seller to Purchaser in accordance with Section 3(c) hereof.42
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Related to Transaction Representations

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

  • 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 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.

  • 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.

  • 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.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

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

  • 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).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • 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.

  • 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.

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • 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.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

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

  • 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).

  • 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;

  • 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).

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

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

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

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

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • PAYEE 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.

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

  • 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).