Material Representations definition

Material Representations means the representations and warranties of the Company contained in Sections (b), (c), (d), (e), (f), (g), (r), (u)(i), (u)(ii), (u)(iii), (u)(iv), (w)(i), (w)(v), (x)(i), (x)(iii), (z), (aa)(i), (aa)(iii), (aa)(iv), (aa)(x), (bb), (cc), (hh), and (mm) of Schedule D hereto.
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Material Representations means the representations and warranties of the Company contained in Sections (2), (3), (4)(a), (22)(e) and (22)(f) of Schedule C hereto.
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Material Representations has the meaning set forth in Section 7.1.
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Examples of Material Representations in a sentence

  • The more education or training you receive, the better your chances for obtaining the job or career you want, and thus your prospects for the future.

  • Material Representations The application, including certifications, and all forms submitted as part of the application, will be treated as a material representation of fact upon which NTIA will rely in awarding grants.States should be aware that portions of their SLIGP application may likely become publicly available under applicable federal laws.

  • Compliance with Material Representations in Permit Applications – Section 2-1- 320 The Proposed Amendments add a new section 2-1-320, which requires that the owner/operator of a source must comply with any material representations made or information submitted in connection with its application for a permit for the source.

  • Material Representations: Number of objection letters received: 1Address of objection letters: Neighbouring property in Sydney Road Relevant material reasons: Proposal would result in reduction of amount of parking space Other issues: * Far too many permits are issued for the amount of parking spaces that exist4.

  • 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.

  • Plaintiff alleged it would be unjust to allow Defendants to retain a benefit they obtained from their “False Material Representations and Breaches made to induce [Plaintiff] to enter into the APA.” Defendants contend Plaintiff’s petition fails to state a claim for unjust enrichment because it alleges the APA is an enforceable contract and Plaintiff cannot recover under both an express contract and unjust enrichment.

  • Collins, Whitman College: Bedrooms & Belongings: Material Representations of Divorce for Adolescents Carolyn J.

  • I have also been working with old Parkesian, Hannah Ewence, on an edited collection for Routledge entitled Visualising Jews through the Ages: Literary and Material Representations of Jewishness and Judaism, which has required much hard work but also lots of opportunities to have interesting conversations with Hannah.

  • 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.

  • Material Representations and Warranties of the Philippine Parties Each of the Philippine Parties represents and warrants to MPEL Projects (amongst other standard representations and warranties) that: (1) the Provisional License and the PAGCOR Development Guidelines are valid and binding and that the Philippine Parties have not violated any of the terms and conditions thereof.


More Definitions of Material Representations

Material Representations means the representations and warranties contained in Sections 3.8 (the last sentence therein), 3.17(g), 3.27, 3.30, 3.33, 3.37 and 3.38 of this Agreement.
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Material Representations mean, collectively, the Fundamental Representations and the representations and warranties in Sections 4.6(a) (Litigation), 4.10 (Affiliate Agreements and Transactions) and 4.23 (Mega-Link).
Sample 1
Material Representations means the representations and warranties referenced in Sections 9.1(1)(a), 9.1(1)(b), 9.1(1)(c), 9.1(1)(d), 9.1(1)(e), 9.1(1)(f) and 9.1(1)(i) (but, in respect of Section 9.1(1)(i), in respect of Material Defaults only).
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Related to Material Representations

  • Special Representations has the meaning set forth in Section 8.1.

  • 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 has the meaning set forth in Section 8.1.

  • 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 Representation has the meaning set forth in Section 9.1.

  • 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).

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

  • 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).

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

  • 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.

  • 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).

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

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

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

  • material relationship means one actually known of a personal, familial or business nature between the Broker and affiliated licensees and a client which would impair their ability to exercise fair judgment relative to another client.

  • 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.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • 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.

  • 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.

  • 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.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Deemed Material and Adverse Representation Each representation and warranty identified as such in Section 9.02 of this Agreement.

  • 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;

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

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