Ownership Representations definition

Ownership Representations has the meaning set forth in Section 9.6(a)(ii).
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Ownership Representations is defined in Section 10(b)(I).
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Ownership Representations means all those representations contained in Section 7.2.
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Examples of Ownership Representations in a sentence

  • The Ownership Representations and Broker Representations shall survive the Closing Date for a period that extends to its applicable statute of limitations.

  • Neither (i) the aggregate amount of all payments to be made by CSC and the Seller in satisfaction of claims for indemnification pursuant to this Article 7 nor (ii) the aggregate amount of all payments to be made by Acquisition in satisfaction of claims for indemnification pursuant to this Article 7, shall exceed $50,000,000 (the "Cap"); provided, however, that the Cap shall not apply to breaches of the Ownership Representations or Broker Representations.

  • Neither (i) the aggregate amount of all payments to be made by CSC and the Seller in satisfaction of claims for indemnification pursuant to this Article 7 nor (ii) the aggregate amount of all payments to be made by Acquisition in satisfaction of claims for indemnification pursuant to this Article 7, shall exceed $50,000,000 (the “Cap”); provided, however, that the Cap shall not apply to breaches of the Ownership Representations or Broker Representations.

  • The Entity-Level Representations and the Equity Ownership Representations, and the right to make a claim in respect of breaches thereof by Seller, shall survive the Closing for the applicable Survival Period specified in the last paragraph of Article IV.

  • No Indemnitee shall be entitled to --------------- indemnification pursuant to this Section 13 unless a written claim for indemnification is made upon the Indemnitor within eighteen (18) months from the Closing Date with respect to all claims other than Losses for Tax Claims, for which such claims may be made during the applicable period of the statute of limitations or losses or claims relating to Stock Ownership Representations and Warranties for which no time bar to claims shall apply.

  • The Ownership Representations and the representations made by the Purchaser in Section 7 shall survive indefinitely.

  • Except for the Ownership Representations and the representations made by the Purchaser in Section 6, which shall survive indefinitely, the representations and warranties of the Sellers contained herein, and any certificate delivered hereunder, to the extent that such certificate relates to such representations and warranties, shall expire at Closing.

  • Subject to Section 6.7 below, each Seller shall separately indemnify Buyer for Losses (as defined in Section 6.1 above without application of the Threshold Amount) resulting from the breach or inaccuracy of any representation, warranty or covenant set forth in each of Sections 3.3 and 5.1 above that is applicable to such Seller (the "Ownership Representations").

  • Each Shareholder, severally ("Indemnitor") shall -------------- indemnify, defend and hold 4MC ("Indemnitee") harmless from any and all Losses that result from or arise out of the breach of the Stock Ownership Representations and Warranties.

  • Except for the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 3.1, 3.2, 3.3, 3.4, 3.5, 3A.1 and 3A.2 (the "Ownership Representations"), Section 2.13 (the "Tax Representations") and Sections 2.21 and 3.7 (the "Broker Representations"), the representations and warranties of CSC, Seller, Parent and Acquisition made herein shall survive until, but not beyond, the date that is 180 days following the Closing Date.

Related to Ownership Representations

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

  • 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).

  • 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).

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Buyer Fundamental Representations means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Corporate Authorization), Section 5.3 (Binding Effect), Section 5.4 (Capitalization) and Section 5.16 (Brokers’ Fees).

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

  • 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 has the meaning set forth in Section 8.1.

  • 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 and Merger Sub set forth in Sections 3.1(a) (Due Organization; Subsidiaries), 3.3 (Authority; Binding Nature of Agreement), 3.4 (Vote Required) and 3.18 (No Financial Advisors).

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

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

  • 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).

  • 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 9.1.

  • Additional Representation has the meaning specified in Section 3.

  • 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.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • 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.

  • 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.

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

  • Repeating Representations means each of the representations set out in Clause 19.1.1 (Status) to Clause 19.1.6 (Governing law and enforcement), Clause 19.1.10 (No default) to Clause 19.1.19 (Pari passu ranking) and Clause 19.1.25 (Sanctions).

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

  • 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;

  • 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.