Major Representation definition

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.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Major Representation means a representation or warranty under any of:

Major Representation means any of the following representations contained in this Agreement:

Examples of Major Representation in a sentence

• Any Representation (or, in the context of a Major Default, any Major Representation) is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

• Notwithstanding the foregoing, no Buyer Group Member shall assert any claim for a breach of any representation or warranty (other than any Fundamental Representation or Major Representation) for so long as the only portion of the Purchase Price that has been paid is the Initial Purchase Price.

• Nothing in this paragraph will affect the rights of any Lender in respect of any outstanding default upon the expiry of the Certain Funds Period irrespective of whether that default occurred during the Certain Funds Period, its rights upon the occurrence of a Major Default or the inaccuracy in any material respect of a Major Representation as of the date made, the provisions of Section 2.3 or the conditions precedent expressly set forth herein.

• A Major Representation is incorrect or misleading in any material respect when made and the same is not remedied within twenty-one (21) Business Days of the Obligors' Agent receiving written notice from the Interim Facility Agent notifying it of that misrepresentation.

• Major Representation shall be defined to mean a representation or warranty with respect to the Original Obligors only (and excluding any procurement obligations on the part of the Original Obligors with respect to any other member of the Group or the Target Group) under any of paragraphs (a) (Status) to (e) (Validity and admissibility in evidence) (inclusive) and paragraph (p) (Anti-Corruption Law and Sanctions) in each case of Section 5.30 (Representations) to this term sheet.

More Definitions of Major Representation

Major Representation means the representations and warranties set forth in Sections 5.01, 5.03, 5.04 and 5.06, in each case other than to the extent that such representation and warranty relates to, or is made in relation to, circumstances affecting any member of the Target Group.

Major Representation means a representation or warranty with respect to the Borrower or a Material Subsidiary of the Borrower (which, for the avoidance of doubt, shall not include the Target or any of its subsidiaries) only as contemplated by Sections 4.1, 4.2, 4.3, 4.4, 4.10, 4.11, 4.20, 4.22 and 4.23.

Major Representation means, in relation to Borrower and its Subsidiaries only (and, for the avoidance of doubt, excluding the any members of the Target Group), each of the representations and warranties set forth in Sections 3.01, 3.02 and 3.03.

Major Representation means a representation or warranty with respect to any applicable Certain Funds Obligor (and excluding any representation or warranty with respect to (a) the Holdco, (b) any of its Subsidiaries that are not Certain Fund Obligors, (c) Target or (d) any of the Subsidiaries of Target) under any of Sections 5.2, 5.3, 5.19 and 5.24 (each inclusive).

Major Representation means any of the representations set forth in Section 5.01, 5.02, 5.04, or 5.05 insofar as they relate to the Borrower and its Subsidiaries (other than the Target and its Subsidiaries).

Major Representation means a representation or warranty under:

Major Representation means a representation set out in Part I of Schedule 6 (other than, during the Certain Funds Period, paragraph 3(iii) (No conflict)).