Acquisition Agreement Representations definition
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.
Acquisition Agreement Representations means such of the representations made by the Target in the Acquisition Agreement as are material to the interests of the Agents and their Affiliates that are Lenders on the Closing Date, but only to the extent that Initial Borrower or its Affiliates have the right (taking into account any applicable cure periods) to terminate their obligations (or refuse to consummate the Acquisition) under the Acquisition Agreement or not to close thereunder as a result of the failure of such representations and warranties to be true and correct, in each case, without liability to Borrower or its Affiliates.
Acquisition Agreement Representations means such of the representations and warranties made by or with respect to the target of any Investment or acquisition in the acquisition agreement governing such Investment or acquisition to the extent a breach of such representations and warranties is material to the interests of the Lenders (in their capacities as such).
Examples of Acquisition Agreement Representations in a sentence
The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower Representative (or, at the election of the Borrower Representative, with respect to the accuracy of the Specified Acquisition Agreement Representations, the Target) certifying the satisfaction of the conditions precedent set forth in Sections 4.01(e) and (m).
The (i) Specified Acquisition Agreement Representations shall be true and correct as required by the terms of the definition thereof and (ii) the Specified Representations shall be true and correct in all material respects; provided that in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be.
More Definitions of Acquisition Agreement Representations
Acquisition Agreement Representations means such of the representations made by or with respect to the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders and the Commitment Parties (but only to the extent that the Borrower or its Affiliates have the right not to consummate the Acquisition, or to terminate their obligations (or otherwise do not have an obligation to close), under the Acquisition Agreement as a result of a failure of such representations in the Acquisition Agreement to be true and correct).
Acquisition Agreement Representations means the representations made by or with respect to the Acquired Company and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under the Acquisition Agreement, or to decline to consummate the Acquisition pursuant to the Acquisition Agreement, as a result of a breach of such representations in the Acquisition Agreement.
Acquisition Agreement Representations means, with respect to any Acquisition Agreement, the representations and warranties made by or with respect to the Person to be acquired or selling its assets pursuant to such Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that (a) the accuracy of any such representation or warranty is a condition to the Borrower’s or its Restricted Subsidiary’s obligations to close under the Acquisition Agreement or (b) the Borrower or Restricted Subsidiary has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations and warranties.
Acquisition Agreement Representations means those representations and warranties made by the Target with respect to the Target in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable Subsidiary) has the right to terminate its obligation to consummate the Acquisition under the Acquisition Agreement or the right not to consummate the Acquisition pursuant to the Acquisition Agreement as a result of a breach of such representations and warranties.
Acquisition Agreement Representations means such of the representations made by or on behalf of OCI or the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent Holdings has (or Holdings’ applicable Affiliate has) the right to terminate its obligations under the Acquisition Agreement (or the right to not purchase the Purchased Equity Interests) as a result of a breach of such representations in the Acquisition Agreement.
Acquisition Agreement Representations the representations and warranties made by the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Acquisition Agreement, or to otherwise not consummate the Acquisition, as a result of the breach of such representations and warranties.
Acquisition Agreement Representations means such of the representations and warranties made by First Data with respect to First Data and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Company or its applicable affiliates have the right (taking into account any applicable cure provisions set forth in the Acquisition Agreement) to decline to consummate the Specified Acquisition or to terminate the obligations of the Company or its applicable affiliates (or otherwise do not have an obligation to close) under the Acquisition Agreement as a result of a breach of such representations and warranties.