Personal Representations definition

Personal Representations. Section 9.01 "Preferred Stock Stated Value" Section 2.01(a)(ii)(B) "Principal Shareholder" Article III "Product" Whereas Clause 1 "Real Property" Section 3.10(c) "Real Property Leases" Section 3.10(b) "Registration Rights Agreement" Section 8.04 "Registration Statement" Section 8.04 "Release" Section 3.27(f)(v) "Reverse Merger" Section 1.01(b) "Reverse Merger Surviving Corporation" Section 1.01(b) "SEC" Section 4.07 "SEC Reports" Section 4.07 "Securities Act" Section 3.05(a) "Shareholder Equity" Section 2.04(a) "Shareholders" Heading Paragraph "Special Representations" Section 9.01 "Stock Portion" Section 2.01(a)(ii) "Stock Restriction Agreement" Section 8.02 "Summit Holders" Section 8.02 "Surviving Corporation" Section 1.01 "Tax Benefit" Section 9.02 "tax return" Section 3.18(f) "taxes" Section 3.18(f) "Third Party Claim" Section 9.06(b) "Unaudited Statements" Section 3.06
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Personal Representations. Section 8.01 "Real Property Leases" Section 3.10(b) "Real Property" Section 3.10(b) "Registration Rights" Section 2.01(d) "Release" Section 3.27(f)(v) "Rights Agreement" Section 1.07(d) "S Corporation" Section 3.18 "SEC" Section 5.06 "Securities Act" Section 2.01(c) "Shareholder Representative" Heading Paragraph "Shareholders" Heading Paragraph "Special Representation" Section 8.01 "State Tax Adjustment" Section 5.01A(a) "Subsidiary" Section 3.03 "Surviving Company" Section 1.01 "Tarxien" Section 3.08 "Tax Benefit" Section 8.02 "Tax Return" Section 3.18(i) "Taxes" Section 3.18(i) "Taxing Authority" Section 5.02B "Tecstar Canada" Section 3.08 "Tecstar USA" Section 3.08 "Third Party Claim" Section 8.06 "Unaudited Financial Statements" Section 3.06
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Personal Representations means the representations and warranties set forth in Section 2. “Personal Tax Representations” means the representations and warranties set forth in Section 2.4. “POEM” has the meaning assigned to such term in Section 2.4(a). “Pre-Closing Period” means the period commencing on the Agreement Date and continuing until the earlier of the termination of the Agreement pursuant to Section 8 and the Closing. “Price Per Secondary Share” means an amount denominated in dollars equal to the Adjusted Pre- Money Company Equity Value divided by the Fully Diluted Share Number. “Pro Rata Portion” means, for any Seller, the fraction having:
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Examples of Personal Representations in a sentence

  • At such time as the aggregate Losses (including Losses arising out of or resulting from Special Representations, Personal Representations or Additional Matters) incurred by Parent, Acquisition Subsidiary and the Surviving Corporation, on one hand, or Losses incurred by the Holders, on the other hand, shall exceed the Basket, such party shall be entitled to receive the full amount of its Losses (and not only that portion which is in excess of the Basket).

  • At such time as the aggregate Losses (including Losses arising out of or resulting from Special Representation, Personal Representations or Additional Matters) incurred by Parent, Acquisition Subsidiary or the Surviving Corporation, on one hand, or Losses incurred by the Holders, on the other hand, shall exceed the Basket, such party shall be entitled to receive the full amount of its Losses and not only that portion which is in excess of the Basket.

  • Indemnification obligations of any Seller may be satisfied by setting off all or any part of any Damages Buyer suffers if the Requisite Sellers in the case of Breaches of Seller's Company Representations, or such Seller in the case of Breaches of Seller's Personal Representations, and Buyer jointly instruct the Escrow Agent under the Escrow Agreement to pay over to Buyer a corresponding amount from the escrowed funds in the Escrow Account credited to the account of such Seller.

  • Any claim for indemnification pursuant to Section 6.4(a) shall be made by written notice from the MoSys Indemnitee to the Holders’ Agent in accordance with the terms of the Escrow Agreement or pursuant to Section 6.4(b) from the Holders’ Agent or the Virage Group to MoSys in accordance with Section 8.2; provided, however, that any claim in respect of the Personal Representations and Warranties, which are given on a several basis, shall be made by MoSys directly to the particular Vendor.

  • The representations and warranties made by such Shareholder in Section 3(a)(i) and Section 3(a)(ii) of the ESOP Purchase Agreement to which such Shareholder is a party are true and correct in all material respects as of the date hereof with the same force and effect as though made on and as of the date hereof, and such representations and warranties are hereby confirmed to CECP and made as part of the Personal Representations and Warranties of such Shareholder hereunder as fully as if set forth herein.

  • The Designated Personal Representations of each Seller shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date.

  • The withdrawal of Escrowed Funds (including ----------------- any undistributed interest earned thereon), as provided in Section 2.05(a)(iii), will be the exclusive source of satisfaction for monetary Losses subject to indemnification by the Holders pursuant to this Article IX, except for Losses arising out of or resulting from breaches of Special Representations or Personal Representations.

  • For the avoidance of doubt, no Seller will be liable for (A) any breach of or inaccuracy in any other Seller’s Personal Representations, (B) any breach of any covenant or agreement of any other Seller set forth in this Agreement, or (C) any fraud committed solely by any other Seller.


More Definitions of Personal Representations

Personal Representations has the meaning set forth in Section 2(a).
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Related to Personal Representations

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

  • Personal Representatives means, following his death, the Participant’s personal representatives, or a person fulfilling a similar function in any jurisdiction;

  • Personal representative means the person or persons who, upon the disability or incompetence of a Participant, shall have acquired on behalf of the Participant, by legal proceeding or otherwise, the power to exercise the rights or receive benefits under this Plan and who shall have become the legal representative of the Participant.

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

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).