Major Representation means any of the following representations contained in this 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.
Excluded Representations has the meaning set forth in Section 7.3(a).
Acquisition Agreement Representations means the representations made by or on behalf of the Acquired Business in the Acquisition Agreement that are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Borrower (or a Subsidiary) has the right to terminate its obligations to consummate the Acquisition 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).
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.
Repeating Representations means the representations which are deemed to be repeated under Clause 16.23 (Times for making representations and warranties).
Certain Funds Representations means each of the following: Section 5.1 (with respect to the Company and the Guarantors); Section 5.2 (with respect to enforceability of the Loan Documents); Section 5.3 (with respect to no conflicts between the Loan Documents and the organizational documents of the Company and the Guarantors); Section 5.11; Section 5.12; Section 5.16; Section 5.22; Section 5.23; Section 5.25 (with respect to the Acquisition Closing Date, immediately after the consummation of the Transactions to occur on the Acquisition Closing Date); and Section 5.26.
Additional Representation has the meaning specified in Section 3.
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.
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.
Specified Representations means (i) such of the representations made by each of UWWH and Unisource with respect to itself and their respective subsidiaries in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that you have the right (without liability) to terminate your obligations under the Merger Agreement, or to decline to consummate the Merger, as a result of a breach of such representations in the Merger Agreement, (ii) such of the representations made by each of Spinco and xpedx with respect to itself and its respective subsidiaries in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that UWWH has the right to terminate its obligations under the Merger Agreement, or to decline to consummate the Merger, as a result of a breach of such representations in the Merger Agreement and (iii) the representations and warranties set forth in the ABL Documentation relating to organizational existence, corporate power and authority, due authorization, execution and delivery and enforceability, in each case of the ABL Documentation, the incurrence of the loans, the provision of guarantees and the granting of security as contemplated herein not violating or conflicting with organizational documents of the Borrower or the Guarantors, solvency as of the Closing Date (after giving effect to the Transactions) of the Combined Business and its subsidiaries on a consolidated basis (with solvency to be defined in a manner consistent with the solvency certificate to be delivered in the form attached as Annex II to Exhibit C), Federal Reserve margin regulations, the Investment Company Act of 1940, as amended, the Patriot Act, the use of loan proceeds not violating margin regulations or FCPA, OFAC and, subject to the provisions of this paragraph, creation, validity and perfection of the security interests in the ABL Collateral. Notwithstanding the provisions under the sections entitled “Governing Law, Etc.” and “Governing Law and Forum” in this Commitment Letter and the Term Sheet, respectively, it is understood and agreed that (x) whether any Specified Representation described in clause (b)(i) or (b)(ii) above has been breached, and whether as a result you have the right to terminate your obligations thereunder, or to decline to consummate the Merger and (y) whether there shall have been a Spinco Material Adverse Effect or a UWWH Material Adverse Effect shall be determined under the laws of the State of Delaware.
Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.
representation agreement means an agreement between collective management organisations whereby one collective management organisation mandates another collective management organisation to manage the rights it represents, including an agreement concluded under regulations 28 (agreements between collective management organisations) and 29 (representation of other collective management organisations);
Seller Fundamental Representations has the meaning set forth in Section 8.01.
Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.
Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.
Tax Representation Letters means the representations provided by Newco and Emerson to the Tax Advisor in connection with the rendering by the Tax Advisor of the Tax Opinion.
Buyer Fundamental Representations has the meaning set forth in Section 8.3(a)(i).
Specified Purchase Agreement Representations means the representations made by the Target and/or its Subsidiaries with respect to the Target and/or its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Company (or any applicable Affiliate of the Company, including any other applicable Subsidiary of the Company) has the right to terminate its obligations under the Acquisition Agreement, or to decline to consummate the Acquisition pursuant to the Acquisition Agreement, as a result of a breach of such representation in the Acquisition Agreement, determined without regard to whether any notice is required to be delivered by the Company or any of its Affiliates party to the Acquisition Agreement.
PAYEE 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.
Fundamental Representation has the meaning set forth in Section 8.1.
Purchaser Fundamental Representations has the meaning set forth in Section 7.3.1.
Representation means any representation as to fact or law, including a representation as to the state of mind of—
Company Fundamental Representations means the representations and warranties of the Company set forth in Sections 2.1 (Due Organization; Subsidiaries), 2.3 (Authority; Binding Nature of Agreement), 2.6(a) and (c) (Capitalization) and 2.20 (No Financial Advisors).
Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by Parent, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Counsel, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.