Cousins' Express Representations and Warranties definition

Cousins' Express Representations and Warranties means the express representations and warranties of the Cousins Parties contained in this Agreement. "Cousins/MSREF LLC" is defined in the Recitals and will include its successor by name change (as is contemplated in Section 2.3).
Sample 1
Cousins' Express Representations and Warranties is defined in Section 4.6.
Sample 1

Examples of Cousins' Express Representations and Warranties in a sentence

  • The Cousins Parties will not take any action which makes any of Cousins' Express Representations and Warranties untrue or inaccurate in a manner which would produce a material adverse impact on the Assets or fail to take any action which would ordinarily be taken in the normal course of business to prevent any of the Cousins' Express Representations and Warranties from becoming untrue or inaccurate in a manner which would produce a material adverse impact on the Assets.

  • The Cousins' Express Representations and Warranties will survive Closing for a period of one (1) year following Closing (the "Survival Period") and will not be merged with the execution and delivery of the Closing documents.

  • The Condo Declaration Estoppel must not indicate any material defaults or material discrepancies from information set forth in the Condo Declaration or in the Cousins' Express Representations and Warranties.

  • All of Cousins' Express Representations and Warranties contained in this Agreement will be true in all material respects (without regard to any knowledge qualification) on the Closing Date with the same effect as if they 20222881v11 had been made on the Closing Date, except as modified in a manner permitted by this Agreement, and the Cousins Parties will have complied in all material respects with and performed in all material respects all covenants of the Cousins Parties under this Agreement.

  • The REA Estoppels must not indicate any material defaults or material discrepancies from information set forth in the REA or in the Cousins' Express Representations and Warranties.

  • The Parking Operating Agreement Estoppel must not indicate any material defaults or material discrepancies from information set forth in the Parking Operating Agreement or in the Cousins' Express Representations and Warranties.

  • The City Center Declaration Estoppel must not indicate any material defaults or material discrepancies from information set forth in the City Center Declaration or in the Cousins' Express Representations and Warranties.

  • The Existing Lender Estoppel must not indicate any material defaults or material discrepancies from the Existing Loan Documents or the Cousins' Express Representations and Warranties.

  • The Ground Lessor Estoppel must not indicate any 20222881v11 material defaults or material discrepancies from information set forth in the Ground Leases or the Cousins' Express Representations and Warranties.

  • Subject to any express provision of the Venture Agreement to the contrary, in no event will any of the Cousins Related Parties or any Affiliate of Cousins (other than the Cousins Parties), have any liability (personal or otherwise) under this Agreement with respect to claims for any breach of Cousins' Express Representations and Warranties or otherwise.

Related to Cousins' Express Representations and Warranties

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

  • 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.

  • 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.

  • 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).

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

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

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

  • 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.

  • 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;

  • 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).

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

  • 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).

  • 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.

  • 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.

  • 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;

  • 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).

  • 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).

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • 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 Representations has the meaning set forth in Section 8.1.

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

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

  • 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).