Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Third Closing shall have the meaning ascribed to such term in Section 2.1(c).
Second Closing has the meaning set forth in Section 2.2.
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;
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Third Closing Date has the meaning set forth in Section 2.2(c).
Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.
Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;
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).
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;
Transferred Assets has the meaning set forth in Section 2.1.
Second Closing Date means the date of the Second Closing.
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).
Buyer Fundamental Representations has the meaning set forth in Section 8.01.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.
Seller’s Closing Documents as defined in Section 3.2(a).
Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
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).
Transferred Interests has the meaning set forth in the Recitals.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Seller Warranties means the warranties given by the Seller in Schedule 3;
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.