Acquisition Agreement Representations means the representations made by or on behalf of the Acquired Business in the Acquisition Agreement that are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Borrower (or a Subsidiary) has the right to terminate its obligations to consummate the Acquisition under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
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.
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.
Examples of Acquisition Agreement Representations in a sentence
To support the idea that the MAC condition precedent is the same as the MAC condition precedent in the acquisition agreement, sponsor commitment letters often provide that the interpretation of the MAC definition (and the Specified Acquisition Agreement Representations) is governed by the laws of the jurisdiction that apply to the acquisition agreement (often Delaware law), even though the rest of the commitment letter is governed by New York law.
The Acquisition Agreement Representations and the Specified Representations shall be true and correct as of the Closing Date.
Subject to the Conditionality Provisions, the Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date.
Each of (a) the Specified Representations and (b) the Specified Acquisition Agreement Representations (in each case, as defined below) are true and correct in all material respects (or in all respects if otherwise already qualified by materiality or Material Adverse Effect) on and as of such date.
More Definitions of Acquisition Agreement Representations
Acquisition Agreement Representations means such of the representations and warranties with respect to the Acquired Business and its subsidiaries made in the Acquisition Agreement to the extent the breach of such representations and warranties is material to the interests of the Lenders (in their capacities as such).
Acquisition Agreement Representations means such of the representations and warranties made by or on behalf of the sellers party to the applicable acquisition agreement associated with the relevant Permitted Acquisition or Specified Investment as are material to the interests of the Lenders, but only to the extent that a breach of such representations and warranties results in the Borrower (or its Affiliates) having the right to terminate the Borrower’s (or its Affiliates’) obligation to consummate the applicable acquisition under such acquisition agreement or to decline to consummate such acquisition under such acquisition agreement (in each case, without giving effect to notice or lapse of time or both).
Acquisition Agreement Representations means such of the representations and warranties made by ECI Telecom Group, with respect to ECI Telecom Group and/or its Subsidiaries, in the Acquisition Agreement to the extent a breach of such representations and warranties is materially adverse to the interests of the Lenders hereunder.
Acquisition Agreement Representations means the representations and warranties made by or with respect to the Acquired Business in the Acquisition Agreement that are material to the interests of the Lenders.
Acquisition Agreement Representations has the meaning set forth in Section 3.02(a)(i).
Acquisition Agreement Representations means such of 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 Holdings (or its applicable affiliates) have the right (taking into account any applicable cure provisions) to terminate Holdings’s (or such affiliates’) obligations under the Acquisition 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; and (b) “Specified Representations” means the representations and warranties of the Borrower and the Guarantors (after giving effect to the Acquisition) set forth in Restatement and consistent with Sections 5.01(a) (limited to subsections (i) (prior to giving effect to the Acquisition) and (ii)(B) thereof), 5.02 (limited to (x) the first sentence of Section 5.02 with respect to execution, delivery and performance of the Restatement and (y) clause (a) of Section 5.02 with respect to the execution, delivery and performance of the Restatement, incurrence of the Indebtedness thereunder and the granting of the Guarantees and the security interests in respect thereof), 5.04, 5.13, 5.16 and 5.22 (with respect to the use of proceeds of the New Tranche B Term Loans) of the Credit Agreement, as well as the representations and warranties in each Collateral Document relating to the creation, validity and perfection of security interests in the Collateral (subject to Liens permitted under Section 7.01 of the Credit Agreement and to the Limited Conditionality Provision (as defined below)).
Acquisition Agreement Representations means such of the representations made by KCG in the Merger Agreement as are material to the interests of the Term Lenders, but only to the extent that the breach of any such representation would result in (i) Virtu Financial, Inc. or any of its affiliates having the right to terminate its or their obligations under the Merger Agreement (after giving effect to any applicable notice and cure period) or (y) the failure of a condition precedent to Virtu Financial, Inc.’s obligation to consummate the Merger and Contribution pursuant to the Merger Agreement. “Specified Representations” shall mean the representations and warranties set forth in Section 3.01 (limited to the Loan Parties as to existence and corporate power and authority to enter into the Loan Documents), Section 3.02, Section 3.03(b)(i) (limited to the Organizational Documents of the Loan Parties), Section 3.08, Section 3.14(b), Section 3.16, Section 3.19(a), Section 3.19(b), Section 3.19(c) and Section 3.02(b) of the Collateral Agreement (other than with respect to any Collateral (other than to the extent a Lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code) that is not or cannot reasonably be provided or perfected on the Escrow Assumption Date after the use of the Loan Parties’ commercially reasonable efforts to do so without undue burden or expense).