Common use of Specified Representations Clause in Contracts

Specified Representations. The Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that, with respect to the Specified Representations made on the Closing Date, to the extent that such representations are qualified by “Material Adverse Effect”, the definition of “Material Adverse Effect” applicable to such qualifications shall be the definition of “Material Adverse Effect” set forth in the Acquisition Agreement and not the definition of “Material Adverse Effect” set forth in this Agreement. Without limiting the generality of the provisions of the last paragraph of Section 12.3, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Specified Representations. (a) The Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects on (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect), in each case at the time of, and as upon giving effect to, the initial extensions of credit under the Facilities and consummation of the Closing Date Transactions (except where to the extent any such representations and warranties representation expressly relate relates to an earlier date, in which case such representations and warranties representation shall have been be true and correct in all material respects (or in all respects, as applicable) as of such earlier date); provided that, with respect to and (b) the Specified Acquisition Agreement Representations made on the Closing Dateshall be true and correct, but only to the extent that the Borrower (or any of its Affiliates) have the right under the Artesyn Acquisition Agreement to terminate the Borrower’s (or any of its Affiliates’) obligations under the Artesyn Acquisition Agreement or otherwise decline to close the Artesyn Acquisition pursuant to the Artesyn Acquisition Agreement as a result of a breach of such representations are qualified by “Material Adverse Effect”, the definition of “Material Adverse Effect” applicable to such qualifications shall be the definition of “Material Adverse Effect” set forth or warranties in the Artesyn Acquisition Agreement (after giving effect to any applicable notice and not the definition of “Material Adverse Effect” set forth in this Agreementcure provisions). Without limiting the generality of the provisions of the last paragraph of Section 12.39.03(c), for purposes of determining compliance with the conditions specified in this Section 64.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Specified Representations. The Specified Representations and the Specified Acquisition Merger Agreement Representations shall be true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that, with respect to the Specified Representations made on the Closing Date, to the extent that such representations are qualified by “Material Adverse Effect”, the definition of “Material Adverse Effect” applicable to such qualifications shall be the definition of “Material Adverse Effect” set forth in the Acquisition Merger Agreement and not the definition of “Material Adverse Effect” set forth in this Agreement. Without limiting the generality of the provisions of the last paragraph of Section 12.3, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Specified Representations. The Specified Representations and the Specified Acquisition Merger Agreement Representations shall be true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that, with respect to the Specified Representations made on the Closing Date, to the extent that such representations are qualified by “Material Adverse Effect”, the definition of “Material Adverse Effect” applicable to such qualifications shall be the definition of “Material Adverse Effect” set forth in the Acquisition Merger Agreement and not the definition of “Material Adverse Effect” set forth in this Agreement. Without limiting the generality of the provisions of the last paragraph of Section 12.3‎12.3, for purposes of determining compliance with the conditions specified in this Section 6‎6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Specified Representations. (a) The Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects on (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect), in each case at the time of, and as upon giving effect to, the initial extensions of credit under the Facilities and consummation of the Closing Date Transactions (except where to the extent any such representations and warranties representation expressly relate relates to an earlier date, in which case such representations and warranties representation shall have been be true and correct in all material respects (or in all respects, as applicable) as of such earlier date); provided that, with respect to and (b) the Specified Acquisition Agreement Representations made on the Closing Dateshall be true and correct, but only to the extent that the Borrower (or any of its Affiliates) have the right under the Artesyn Acquisition Agreement to terminate the Borrower’s (or any of its Affiliates’) obligations under the Artesyn Acquisition Agreement or otherwise decline to close the Artesyn Acquisition pursuant to the Artesyn Acquisition Agreement as a result of a breach of such ​ ​ representations are qualified by “Material Adverse Effect”, the definition of “Material Adverse Effect” applicable to such qualifications shall be the definition of “Material Adverse Effect” set forth or warranties in the Artesyn Acquisition Agreement (after giving effect to any applicable notice and not the definition of “Material Adverse Effect” set forth in this Agreementcure provisions). Without limiting the generality of the provisions of the last paragraph of Section 12.39.03(c), for purposes of determining compliance with the conditions specified in this Section 64.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.