KLX Supplemental Closing Representation Letter definition

KLX Supplemental Closing Representation Letter means the representation letter executed by KLX substantially in the form of Exhibit C, with such changes, updates or refinements as requested by Shearman & Sterling LLP and as may be necessary to reflect any changes in, or clarifications of, facts prior to the closing of the B/E Rockwell Merger, and dated as of the date of the closing of the B/E Rockwell Merger.
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KLX Supplemental Closing Representation Letter means the representation letter
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Examples of KLX Supplemental Closing Representation Letter in a sentence

  • KLX has delivered the KLX Supplemental Signing Representation Letter to Shearman & Sterling LLP prior to the execution of the Rockwell Merger Agreement and shall use reasonable best efforts to deliver to Shearman & Sterling LLP the KLX Supplemental Closing Representation Letter, dated as of the date of the closing of the B/E Rockwell Merger, prior to the closing of the B/E Rockwell Merger.

Related to KLX Supplemental Closing Representation Letter

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • 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;

  • 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.

  • 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.

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

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

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Blanket Issuer Letter of Representations means the Representation Letter from the Issuer to DTC, with respect to the Bonds.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

  • Schedule Supplement has the meaning set forth in Section 6.03.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • 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).

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.