Core Representation definition

Core Representation has the meaning set forth in Section 9.1(ii).
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Core Representation means any representation or warranty contained in Sections 3.1 (Organization and Standing; Authority), 3.2 (Capitalization), 3.3 (Company Subsidiaries and Company Minority-held Entities), 3.4 (No Conflict; Required Filings and Consents), 3.23 (No Brokers), 3.29 (Solvency), 3.32 (Investment in SFX Shares), 4.1 (Organization and Standing; Authority), 4.2(a) (Capitalization – SFX Shares), 4.5 (No Conflict; Required Consents), and 4.11 (No Brokers).
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Core Representation means any of the representations and warranties specified in Section 6(a) (Title to Units), Section 6(e) (Ownership; No Subsidiaries), Section 6(h) (Title), Section 6(l) (Employee Benefits Matters), Section 6(n) (Tax Returns and Payments) and Section 6(o) (Litigation).
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Examples of Core Representation in a sentence

  • No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation.

  • Notwithstanding the foregoing, the limitations in this Section 11.4(a) shall not apply to any breach of a Core Representation, in the case of fraud, or in connection with any failure by the Buyers to make any payment of the Purchase Price when due.

  • No Threshold shall apply, however, to any Indemnifiable Loss caused by, arising out of or relating to (i) any inaccuracy in or breach of a Core Representation or (ii) any intentional or fraudulent breach of a representation or warranty.

  • Notwithstanding the foregoing, the limitations in this Section 7.4(a) shall not apply to (i) any breach of a Core Representation, (ii) in the case of fraud or (iii) in connection with any failure by the Buyers to make any payment of the Purchase Consideration or the Earn-Out Shares (including any payment on the Promissory Notes) when due.

  • A standards approach may develop interoperability specifications in one or more of these layers:• Core Representation Layer defines the syntax of messages, usually as sequence of data fields.

  • Subject to Section 7.1(c), each representation and warranty set forth in Articles 3 and 4, in any Disclosure Schedule, or in any certificate delivered pursuant hereto survives the Closing, but only until (and including) the date that is 18 months following the Closing Date; except that each Core Representation survives forever.

  • The space shall have at least one separate employee entrance providing ingress without going through the reception area.

  • The Parties agree that, except for (i) fraud, (ii) the intentional breach of a representation and warranty by the Seller, (iii) the breach of a Seller Core Representation and (iv) the breach of a Buyer Core Representation, the Escrow Account shall be the sole and exclusive source to satisfy the defense obligations and indemnification claims for recovery of Adverse Consequences under Section 8.2(a)(i).

  • The Board (by majority) concludes that the Decaying Apple Core Representation has been made in the Advertisement.

  • The limits of Sections 8.5(a)(i) shall not apply to Losses arising out of or relating Breach of a Core Representation under Section 8.3(a), any representation or warranty in the event of fraud, intentional misrepresentation or intentional breach by Parent or Merger Sub, or the matters arising under Section 8.3(b).


More Definitions of Core Representation

Core Representation means, as to any Seller, any representation or warranty as to itself contained in Part A of Article III (other than in Section 3.2(b)).
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Core Representation means any of the representations and warranties set forth in the following Sections: [ * ]. [ * ] [ * ]
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Related to Core Representation

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • 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.

  • 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.

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

  • 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.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • 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).

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

  • Additional Representation has the meaning specified in Section 3.

  • 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).

  • Special Representations has the meaning set forth in Section 8.1.

  • 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).

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • 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).

  • Investment Representation Letter As defined in Section 5.02(b).

  • 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.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • 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).

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

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

  • 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).

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.