Closing Date Representations definition

Closing Date Representations means (a) such of the representations and warranties made by Company with respect to the Company or its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that any of Merger Sub, the Borrower or any of their respective Affiliates have the right to terminate its obligations under the Merger Agreement as a result of a breach of such representations in the Merger Agreement, and (b) the representations and warranties contained in Sections 8.1(a) (but only with respect to the Borrower and the Guarantors), 8.2(a) and (b), 8.3(c) (but only as it relates to the entering into and performance of the Credit Documents), 8.5, 8.7, 8.16, 8.17 and 8.18.

Closing Date Representations means such representations made by or with respect to AGC in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Holdings or any of its affiliates have the right to terminate its or their obligations under the Merger Agreement, or to decline to consummate the Closing Date Acquisition pursuant to the Merger Agreement, as a result of a breach of such representations in the Merger Agreement.

Closing Date Representations. As defined in Section 15(a).

Examples of Closing Date Representations in a sentence

• On the Closing Date, each of the Other Closing Date Representations is true.

• The Specified Representations and the Closing Date Representations shall be true and correct in all material respects as of the Closing Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date.

• Subject to the provisions of Section 7.3.1, at Closing, Seller shall be deemed to have reaffirmed that the Closing Date Representations of Seller in this Section 7 are true and correct in all material respects.

• The Xxxx Notice shall contain factual information describing the asserted breach of the Xxxx Closing Date Representations, as well as any claim in reasonable detail (to the extent known to the Newmark Member), and shall include copies of any relevant information, notices or other documents received from any third party in respect of any such asserted claim.

• The representations and warranties of Seller contained in this Agreement must be true on the Closing Date as if made on the Closing Date and Seller shall have delivered to Purchaser at Closing a certificate dated the Closing Date, signed by an authorized representative of Seller, certifying that such representations and warranties are true as of the Closing Date ("Representations Certificate").

More Definitions of Closing Date Representations

Closing Date Representations has the meaning given in Section 11.4(a).

Closing Date Representations means the Specified Acquisition Agreement Representations and the Specified Representations.

Closing Date Representations. As defined in Section 10(a).

Closing Date Representations means all of the representations and warranties of Developer contained in Section 10 of this Agreement which it is expressly provided herein are made as of the date of this Agreement.

Closing Date Representations means, collectively, (A) such of the representations made by or with respect to ProAct Services Corporation, a Michigan corporation, its subsidiaries and their respective businesses (collectively, the “Target”) in that certain Stock Purchase Agreement, dated as of June 19, 2018 (including the exhibits and schedules thereto, the “Acquisition Agreement”) among the Target, Hammond, Kennedy, Whitney & Company, Inc., a New York corporation, solely in its capacity as the Sellers’ Representative under the Acquisition Agreement, the persons identified on Exhibit A to the Acquisition Agreement and EWT Holdings III Corp., a Delaware corporation (such acquisition, the “Acquisition”) as are material to the interests of the Lenders, but only to the extent that the Borrower has (or an affiliate of the Borrower has) the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or an affiliate of the Borrower’s) obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement and (B) the Specified Representations; and (ii) the term “Specified Representations” means (x) the representations and warranties of the Loan Parties in Sections 5.01(a), 5.01(b)(ii), 5.02(a), 5.04, 5.13, 5.17 (made after giving effect to the Transactions), 5.20 (limited to the use of proceeds of the Incremental 2018 First Lien Term Loans), 5.21 (limited to the use of proceeds of the Incremental 2018 First Lien Term Loans) and 5.22 (limited to the use of proceeds of the Incremental 2018 First Lien Term Loans) of the Amended Credit Agreement and (y) a representation and warranty that the execution, delivery and performance by each Loan Party of this Amendment do not conflict with or result in any breach or contravention of, the Existing Credit Agreement or the Amended Credit Agreement.

Closing Date Representations means all of the representations and warranties set forth in Section 10.01.

Closing Date Representations means all of the representations and warranties set forth in Sections 10.01(a), (b), (c), (d), (j) and (l).