Unlimited Representations definition

Unlimited Representations shall have the meaning set forth in Section 8.1.
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Unlimited Representations. As defined in Section 12.4(b).
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Unlimited Representations means Seller’s representations and warranties set forth in Sections 3.1(a) and (b), 3.6 and 3.8.
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Examples of Unlimited Representations in a sentence

  • Liability for Seller Unlimited Representations, Purchaser Unlimited Representations, breaches of covenants and fraud shall not be subject to the Threshold Amount or limited to the Liability Cap.

  • Notwithstanding the foregoing, (i) the aggregate indemnification obligation of the Seller and Parent, collectively, to the Purchaser Indemnitees with respect to Damages arising under Section 9.1(a) (other than the Seller’s Unlimited Representations) shall not exceed $1,500,000.

  • The representations, warranties and covenants of the parties contained in Sections 3.1, 3.10, 3.12, 3.15, 3.17(a), 4.1, 5.1, 6.1, 12.8 and Article 12 (the "Unlimited Representations and Warranties") shall survive indefinitely other than as otherwise set forth under applicable statutes of limitations.

  • The Unlimited Representations, Warranties and Covenants shall survive indefinitely other than as otherwise set forth under applicable statutes of limitations.

  • Except for the Unlimited Representations and Warranties (as hereinafter defined), the representations, warranties and covenants (the "Limited Representations and Warranties") of the parties contained in this Agreement shall survive the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby until the fifth anniversary of the date hereof.

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  • Notwithstanding the foregoing sentence and subject to the other provisions of this Article 10, the parties shall have the right to commence a suit, action or proceeding after the second anniversary of the Closing with respect to the Unlimited Representations and Covenants.

  • The representations, warranties, covenants and agreements of the parties contained in Sections 3.1, 3.10, 3.12, 3.15, 3.17(a), 4.1, 5.1, 6.1, 15.7, 15.8, Article VIII and Article XIII (collectively, the "Unlimited Representations and Covenants") shall continue in full force after the Closing Date, or if the Closing shall not have taken place, following the date hereof without any time limitation other than under applicable statutes of limitation.

  • No indemnitor shall have any obligation to indemnify or hold harmless a indemnitee except to the extent that the aggregate amount of loss incurred by the Purchaser Indemnified Parties or the Seller Indemnified Parties exceeds $100,000 and only to the extent of such excess; the foregoing limitations shall not apply to any loss arising our of any breach of any of the Unlimited Representations or any loss arising as a result of the gross negligence or intentional misrepresentation of the other Party.

  • Notwithstanding the foregoing, and subject to the other provisions of this ARTICLE XIII, the parties shall have the right to commence a suit, action or proceeding after the fifth anniversary of the date hereof with respect to claims arising out of or relating to the Unlimited Representations and Warranties.


More Definitions of Unlimited Representations

Unlimited Representations. See Section 12.01.
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Unlimited Representations means the representations set forth in the following sections: Section 2.7(a)(i) through Section 2.7(a)(vii), Section 2.7(a)(viii)(x) and (y), Section 2.7(a)(ix), Section 2.7(a)(x), Section 2.7(b)(i) through Section 2.7(b)(vii), Section 2.7(b)(viii)(x) and (y), Section 2.7(b)(ix) and Section 2.7(b)(x).
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Related to Unlimited Representations

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

  • 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).

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

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

  • 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).

  • 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.

  • 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).

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

  • Additional Representation has the meaning specified in Section 3.

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

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

  • 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.

  • 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.

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

  • 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.

  • 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).

  • 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).

  • 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.

  • Letter of Representations means any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.

  • 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.

  • 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;

  • 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;

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

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