Excluded Representation definition

Excluded Representation means the representation and warranty set forth in Section 4.01(g).
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Excluded Representation means the representation and warranty set forth in clause (iv) of Section 4.01(a).
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Excluded Representation means a representation made under Clause 20.1 (Status), Clause 20.4 (Power and authority), Clause 20.2 (Binding obligations), Clause 20.3 (Non-conflict with other obligations), Clause 20.5 (Validity and admissibility in evidence) and Clause 20.19 (Security and Financial Indebtedness).
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Examples of Excluded Representation in a sentence

  • Any claim made by Buyer for a breached Seller Excluded Representation or a breached Seller Individual Representation contained in this Agreement must be initiated by Buyer or the SPAC prior to the above-referenced expiration date.

  • For the avoidance of doubt, any indemnification in respect of any Losses suffered as a result of (i) any facts or circumstances which constitute a breach of any Excluded Representation and/or (ii) fraud, willful misconduct or intentional misrepresentation shall be without regard to the Basket or the Cap.

  • Notwithstanding the foregoing, the Indemnity Threshold shall not apply to any Losses arising out of a breach of an Excluded Representation.

  • The maximum recovery by the Purchaser Indemnifiable Parties with respect to Losses arising from a breach of representation or warranty, other than a breach of an Excluded Representation, shall be the return or withholding of the Deferred Stock.

  • With respect to (i) the matters described in S ections 6.1(a)(i) or 6 .1(c)(i) relating to breach of any Excluded Representation, (ii) the matters described in S ections 6.1(a)(ii), or (iii) the matters described in S ection 7.1, the aggregate maximum liability of the Sellers and of the Seller Indemnitors, as applicable, shall be the Purchase Price.

  • The representations and warranties of BRE contained in this Agreement shall survive for thirty (30) days following the date Parent receives from its auditors audited financial statements (the "September 30 Financial Statements") for BRE for the 9-month period ending September 30, 2013 (such date, the "Survival Date"); provided, however, that the representations and warranties in Section 3.1, Section 3.2, and Section 3.3 (each a "BRE Excluded Representation") shall survive as set forth below.

  • Buyer on behalf of itself and each Buyer Indemnified Person releases Seller, and each person acting or purporting to act on behalf of Seller, from and against any and all liability in respect of any Excluded Representation to the fullest extent permitted by law except for any claims based on fraud, willful misconduct or intentional misrepresentation.

  • No Buyer Indemnified Person shall have any right to assert a claim for any breach of or inaccuracy in any General Representation and Warranty or any Excluded Representation and Warranty, whether under Section 10.01 or otherwise, at any time after the first (1st) anniversary of the Closing Date.

  • Proserv's consent to subcontract shall not relieve the Supplier of any liability or obligation hereunder.

  • Notwithstanding any other provision of this Agreement, the indemnification obligations of the Shareholders under Section 7.3.1(i) shall not exceed $4,000,000; provided, however, that the limitation on the Shareholders' liability for Indemnifiable Losses (x) shall be the Purchase Price if resulting from the inaccuracy of an Excluded Representation and (y) shall be unlimited if resulting from any Shareholders' fraud or willful breach.


More Definitions of Excluded Representation

Excluded Representation means in relation to LUL, LRT and/or TfL, any representation in any of the NLTSC Documents, which if proved to be incorrect would be a Supervening Event within Clauses 25.1.1(b)(i) or 25.1.1(c)(i). Excluded Sidings Equipment means the items of equipment and other plant, machinery and apparatus referred to in paragraph 1.6 of the Particulars to the Sidings Licence.
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Excluded Representation means the representations and warranties contained in Section 7.04, Sections 7.10(a), (c) and (d), the last sentence of Section 7.10(e), Section 7.12, Section 7.15, Section 7.17(a), the first and second sentences of Section 7.17(b), Section 7.19 and the second and third sentences of Section 7.20.
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Excluded Representation is defined in Section 8.6.
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Related to Excluded Representation

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

  • 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.

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

  • 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).

  • Additional Representation has the meaning specified in Section 3.

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

  • 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 Representations has the meaning set forth in Section 8.1.

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

  • 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).

  • 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.

  • Investment Representation Letter As defined in Section 5.02(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.

  • 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).

  • 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).

  • 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.

  • 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.

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

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

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

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Qualified representative means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following:

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

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

  • 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.