Article V Representations definition

Article V Representations has the meaning set forth in Section 6.9.
Sample 1

Examples of Article V Representations in a sentence

  • Each Agent will distribute to each Lender each document or instrument (including each document or instrument delivered by any Borrower to such Agent pursuant to Article V (Representations and Warranties), Article VI (Conditions Precedent) and Article VII (Covenants)) received for its account and copies of all other communications received by such Agent from the Borrowers for distribution to the Lenders by such Agent in accordance with the terms of this Agreement or any other Financing Document.

  • Article V Representations and Warranties 5.1. Representations and Warranties of the Company.

  • For purposes of Article V (Representations and Warranties of Sellers), Section 7.2 (Conduct of the Business Prior to Closing) and Article IX (Indemnification), any U.S. Dollar amounts referenced therein shall be deemed to be equivalent to an amount of British Pounds, as calculated based upon an assumed U.S./UK Exchange Rate of £1.0/$1.80.

  • The representations and warranties as to such Grantor and its Subsidiaries made in Article V (Representations and Warranties) of the Credit Agreement are true and correct on each date as required by Section 4.02 of the Credit Agreement.

  • The representations and warranties set forth in Sections 4.1 (Organization and Good Standing), 4.2 (Capitalization), 4.3 (Subsidiaries of the Company), 4.4 (Authority and Enforceability), 4.26 (Brokers), the last sentence of Section 4.28 (Condition and Sufficiency of Assets), Article V (Representations and Warranties of the Principal Stockholders), Section 6.1 (Organization and Good Standing), 6.2 (Authority and Enforceability) and 6.6 (Brokers) shall survive indefinitely.

  • If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination.

  • Instead, we argue that benchmarking should be used to achieve these positive effects.We initially observed these benefits while building and using a benchmark for program comprehension tools[18, 19].

  • TheVillages1-6Applicant’supdated2022IHRAupdatehasprovidedtrafficdataforthesamesectionoftheB1393runningfromsouthoftheM25totheWakeArmsRoundabout.Asexplainedabove,thisroadrunsalongsideandtothewestoftheSACandistheroadwhereanyadditionaltrafficgeneratedbytheGilstonAreadevelopmentwouldbegreatestintheSAC.ThedatainTable10.aprovidedintheVillages1-62022IHRAbelowisonlymarginallydifferentfromthetrafficcountsassessedinthecouncil’s2022AAandthereforeconfirmstheCouncil’spreviousassessmentoftrafficflowonthislink.

  • Notwithstanding anything in this Agreement to the contrary, Article V (Representations and Warranties) and Section 11.06 (Costs and Expenses) and 11.08 (Indemnification by the Borrowers) shall survive any termination of this Agreement.

  • Conditions to All Borrowings 35 Article V Representations and Warranties 36 Section 5.01.

Related to Article V 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 Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • 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).

  • Repeating Representations means each of the representations set out in Clause 18.1 (Status), to Clause 18.22 (No Material Adverse Effect) other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information) and Clause 18.13 (No proceedings pending or threatened).

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

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

  • 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.

  • 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).

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

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

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

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

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

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

  • 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.

  • 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).

  • 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).

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Additional Representation has the meaning specified in Section 3.

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

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

  • 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.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

  • 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.

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

  • 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;