Material Representations definition
Examples of Material Representations in a sentence
Notwithstanding anything contained herein to the contrary, if, prior to the Closing, there occurs or exists one or more misrepresentations or breach of the Material Representations which, in the aggregate, do not result in a Material Adverse Effect, then Purchaser shall have no remedy therefor and shall proceed with the Closing.
The following Agreement provisions shall survive Agreement termination: Audit Rights; Compliance with Laws; Ownership of Work and Related Material; Representations and Warranties and Correction of Work; Insurance Requirements; Indemnification; Confidentiality; Waiver and Severability; Term, Termination, and Survival.
The limitations in the preceding sentence shall not apply to fraud, willful misconduct or knowing misrepresentation or criminal acts or for breaches of any Seller Material Representations.
Each of the Material Representations is true and correct in all respects as of the Closing Date (except to the extent such representation or warranty speaks as of an earlier date) and Parent shall have a certificate signed by a Responsible Officer of the Company to such effect.