Core Representations definition

Core Representations has the meaning set forth in Section 8.4.

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Core Representations means the representations and warranties of the Trust contained in Sections 3.1(a), 3.1(b), 3.1(c), and 3.1(d);

Core Representations means the representations and warranties in Section 4.1 (“Shareholder Ownership and Authorization”), Section 4.2(a) (“Organization”) Section 4.3 (“Capital Stock”), Section 4.8 (“Title to Assets”) and Section 4.16 (“Undisclosed Liabilities”).

Examples of Core Representations in a sentence

Sellers and Purchaser agree that all of the representations, warranties and covenants of Sellers and Purchaser contained in this Agreement, or any instrument delivered pursuant to this Agreement, shall terminate at the Closing Date, except that the Core Representations shall survive as provided in Section 11.1(b) and the covenants that by their terms survive the Closing Date shall survive the Closing Date.
The representations and warranties of Seller and the Seller Members contained in this Agreement and the other Acquisition Documents shall survive the Closing until the first (1st) anniversary of the Closing Date, regardless of any investigation made by or on behalf of Buyer or the knowledge of any of Buyer’s Affiliates, officers, directors, employees, agents or representatives; provided, however, that the Core Representations shall survive indefinitely.
Except for indemnification related to the Core Representations or the representations and warranties in Section 4.5 and Section 5.7, the aggregate amount of the liability for all Losses for which Acquirer shall be liable for any indemnification under Section 8.1(b) shall not exceed $13,593,772.00.
The representations and warranties made by Significant Shareholders and the Company Group pursuant to Sections 2.1(i), 2.1(n) and Section 2.1(o) hereof shall survive for a period equal to the statute of limitations applicable with respect to the claims underlying any breach of such representations or warranties plus sixty (60) days thereafter and the representations made pursuant to the Core Representations shall survive indefinitely without expiration.
Except for indemnification related to the Core Representations or the representations and warranties in Section 3.12(b), the aggregate amount of the liability for all Losses for which EA&E shall be liable for any indemnification under Section 8.2(b) shall not exceed $13,593,772.00.

More Definitions of Core Representations

Core Representations is defined in Section 11.1.

Core Representations means the representations and warranties given by the Company in Sections 3.1(a), 3.1(b) and 3.1(c) and the representations and warranties given by the Investor in Sections 3.2(a), 3.2(b) and 3.2(c).

Core Representations has the meaning specified in Section 10.1.

Core Representations means the representations and warranties made pursuant to Sections 5 and 6.

Core Representations means those representations and warranties set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization; Ownership of Stock), Section 3.3 (Authorization and Validity of Agreement), Section 4.1 (Organization of Certain Shareholders), Section 4.2 (Authorization), Section 4.3 (Execution and Validity) and Section 4.5 (Capitalization).

Core Representations means the representations and warranties of the Corporation contained in Sections 3.1(a), 3.1(c), 3.1(d), 3.1(e), 3.1(r) and 3.1(s) of the Arrangement Agreement.

Core Representations means the representations contained in Section 3.3 (Purchased Shares), Section 4.9 (Tax), and Section 4.19 (Environmental Matters).