Buyer Representations and Warranties definition

Buyer Representations and Warranties has the meaning set out in Clause 10;
Sample 1Sample 2
Buyer Representations and Warranties has the meaning given in Clause 7.2.1.
Sample 1Sample 2
Buyer Representations and Warranties means, collectively, the representations and warranties made by the Buyer in: (a) Article VI; and (b) the certificate delivered by the Buyer pursuant to Section 9.02(d); and, each of them individually is a “Buyer Representation and Warranty”.
Sample 1

Examples of Buyer Representations and Warranties in a sentence

  • All Core Buyer Representations and Warranties contained in this Agreement shall be true and correct in all respects as of the Date of this Agreement and as of the Closing (except to the extent any such representation and warrantyspeaks only as of another date, in which event such representations and warranty shall have been true and correct as of such date).

  • Seller Indemnified Parties shall be entitled to indemnification under Section 8.1(c)(i) only to the extent that the aggregate Losses exceed the Basket amount, at which point Buyer shall be obligated to indemnify Seller Indemnified Parties from and against all such Losses in excess of such Basket amount, except for those Losses arising out of the following: (A) any breaches or inaccuracies of any Core Buyer Representations and Warranties; or (B) Fraud.

  • Each of the representations and warranties made by Buyer in this Agreement (other than the Buyer Representations and Warranties) shall be true and correct in all material respects at and as of the Effective Date and at and as of the Closing Date.

  • Buyer Representations and Warranties: Buyer has prepared certain schedules which are attached hereto and incorporated by reference herein (the "Buyer Schedules").

  • The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to Closing, of each of the following conditions (except to the extent waived in writing by Buyer): Representations and Warranties.

  • In addition, a commercially available test kit may be used to obtain a test sample for subsequent analysis by a licensed service company.

  • Therefore, it is difficult for investors to assess the quality and the feasibility of the project.• High transaction costs: young companies usually require a small amount of capital while the fixed cost of each investment process is high.• Externalities: supporting these innovative start-up and seed stage companies can result in some positive macroeconomic effects in the domestic economy.

  • Buyer Representations and Warranties 28 3.1 Organization, Existence, Standing and Authority of Buyer 28 3.2 Execution and Delivery 28 3.3 Consents, Waivers and Approvals 29 3.4 Investment Purpose 29 3.5 Brokers and Consultants 29 3.6 No Violation 29 3.7 Investment Company 30 3.8 Pending Suits and Proceedings 30 3.9 Payment of Purchase Price 30 3.10 Financial Statements 30 3.11 Conduct of Business 31 3.12 Disclosure 31 B.

  • For the avoidance of doubt, in the Buyer Representations and Warranties references to “Securities” shall be deemed references to the Additional Debenture and the shares of Common Stock issuable upon conversion thereof, references to “Conversion Shares” shall be deemed to reference the shares of Common Stock issuable upon conversion of the Additional Debenture, and any reference to “Transaction Documents” shall be deemed to include a reference to this Agreement and to the Additional Debenture.

  • The Buyer undertakes to Aconex to use its best endeavours to procure that each of the conditions precedent in clauses 3.1(a) (FIRB Approval), 3.1(h) (Buyer Representations and Warranties), 3.1(i) (Restraints) and 3.1(j) (Antitrust Approval) is satisfied as soon as practicable after the date of this deed and continues to be satisfied until the last time that the relevant clause requires it to be satisfied.


More Definitions of Buyer Representations and Warranties

Buyer Representations and Warranties means, collectively, the representations and warranties made by the Buyer in:
Sample 1

Related to Buyer Representations and Warranties

  • 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.

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

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • 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).

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

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

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

  • 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).

  • 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.

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

  • 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).

  • 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.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • 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.

  • Fundamental 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.

  • 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).

  • Tax Warranties means the warranties contained in Part 2 of Schedule 8;

  • 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).

  • 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.

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • 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).