Closing Warranties definition

Closing Warranties means each of the representations and warranties set forth in Article II other than Section 2.1(d)(i) (Charter Documents; Books and Records), and Sections 2.1(g)(i) (Audited Financial Statements), 2.1(g)(ii) (Interim Financial Statements) and 2.1(g)(iii) (Interim Pro Forma Financial Statements).
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Closing Warranties means those statements set forth at Sections 3.06 to 3.17 (inclusive).
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Closing Warranties means the Cosan Closing Warranties and the Shell Closing Warranties and “Closing Warranty” shall be construed accordingly;
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Examples of Closing Warranties in a sentence

  • Each of the First Closing Warranties or the Second Closing Warranties (as the case may be) is to be construed separately and independently and (except where this Agreement provides otherwise) shall not be limited by reference to any other paragraph of Schedule 1 (Warranties).

  • Subject to Clause 2.1, the Insurer’s obligations under this Policy with respect to a Loss arising out of the Insured Closing Warranties (in whole or in part) shall be conditional upon delivery to the Insurer of a true and accurate PDF copy of the Closing No Claims Declaration [in a form reasonably acceptable to the Insurer] within thirty (30) Business Days of the Closing Date].

  • Neither the Business Seller (in relation to the Business) nor any Target Company has received any written notice in the 24 months prior to the date of this Agreement, and, in relation to the Closing Warranties, the 24 months prior to the Closing Date, or any such longer period with respect to which a notice of infringement remains unresolved as at either such date, alleging that the operations of the European Business infringe the Intellectual Property Rights of a third party.

  • Subject to Clause 2, the Insurer’s obligations under this Policy with respect to a Loss arising out of the Insured Closing Warranties (in whole or in part) shall be conditional upon delivery to the Insurer of a true and accurate PDF copy of the Closing No Claims Declaration [in a form reasonably acceptable to the Insurer] within thirty (30) Business Days of the Closing Date].


More Definitions of Closing Warranties

Closing Warranties has the meaning given in clause 7.1(b);
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Closing Warranties means each of the warranties in the following sections of Article III:
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Closing Warranties means those Vendor’s Warranties repeated on the Closing Date pursuant to § 8.2 below;
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Closing Warranties means the Warranties at clause 11.1; paragraphs 1, 2.1, 2.3, 2.4, 3.3, 5.1 to 5.3 (inclusive), 6, 7.1 to 7.3 (inclusive) of Part A of Schedule 6; paragraphs 1, 2, 5, 8, 9, 11, 12.1 to 12.6 (inclusive) of Part B of Schedule 6; paragraphs 1.5, 1.7, 1.9, 1.11, 1.14 of Part D of Schedule 6; and Parts E, F and G of Schedule 6.
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Closing Warranties shall have the meaning set forth in clause 7.3;
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Closing Warranties means the Cosan Closing Warranties and the Shell Closing Warranties and “Closing Warranty” shall be construed accordingly; “Cosan Closing Warranties” means the warranties set out in paragraphs 1, 3, 4.6, 7.1, 7.2, 8.4, 9.1.2, 9.2, 10.1, 10.2, 10.3, 11.2, 15 and 20 of Schedule 9; “Derivatives Policies” means the Interim Commodities and Derivatives Policies and the Treasury Policies;
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Related to Closing Warranties

  • 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;

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

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

  • 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.

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

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

  • 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).

  • 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).

  • 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.

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

  • 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).

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • 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).

  • 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.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • 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).

  • 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 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.

  • 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).

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

  • Seller’s Closing Documents as defined in Section 3.2(a).