Representation Survival Period definition

Representation Survival Period means, (i) for the Seller Individual Representations (excluding the Seller Excluded Representations), the period beginning on the Closing Date and ending on the date that is the fifteen (15) month anniversary of the Closing Date, and (ii) for Buyer’s, Merger Sub’s and the SPAC’s representations and warranties (excluding the Buyer Excluded Representations), the period beginning on the Closing Date and ending on the date that is the fifteen (15) month anniversary of the Closing Date.
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Representation Survival Period means six (6) months.
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Representation Survival Period means, (a) for Seller’s and the Company’s representations and warranties (excluding Seller Excluded Representations) set forth in Article 4 of this Agreement, the period beginning on the Closing Date and ending on the date that is the twenty-four (24) month anniversary of the Closing Date, and (b) for Buyer’s representations and warranties (excluding the Buyer Excluded Representations) set forth in Article 5 of this Agreement, the period beginning on the Closing Date and ending on the date that is the twenty-four (24) month anniversary of the Closing Date.
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Examples of Representation Survival Period in a sentence

  • This move not only empowers offline training of the black-box battery model but also sets forth a positive precaution against misoperations and database crashes.

  • The representations and warranties of the Company set forth in Section 4.1(j) and 4.1(r) shall terminate on March 31, 2006, and the representations and warranties of the Members set forth in Section 4.2(c) shall survive until the five year anniversary of the Closing Date (the “Extended Representation Survival Period” together with the Basic Representation Survival Period, the “General Representation Survival Period”).

  • Notwithstanding anything to the contrary in this Agreement, Seller's obligations and liabilities under this Agreement with respect to any Substitute Ground Lessor Estoppel shall not be subject to the Cap, the Basket or the Representation Survival Period.

  • Secondary Representation Survival Period is defined in Section 9.3.

  • Notwithstanding anything to the contrary in this Agreement, Contributor's obligations and liabilities under this Agreement with respect to any Substitute Ground Lessor Estoppel shall not be subject to the Cap, the Basket or the Representation Survival Period.

  • Notwithstanding anything to the contrary in this Agreement, Contributor's obligations and liabilities under this Agreement with respect to any Contributor Estoppel shall not be subject to the Cap, the Basket or the Representation Survival Period.

  • The representations and warranties of the Company and the Stockholders contained in this Agreement (including the Schedules attached hereto), except for Sections 2.2 [Authorization and Validity], 2.3 [Capitalization], 2.14 [Taxes], 2.16 [Employee Benefits], and 2.22 [Environmental Matters], and in the certificate delivered pursuant to Section 1.4(a)(i), shall terminate on the first anniversary of the Closing Date (the "Basic Representation Survival Period").

  • Fundamental Representation Survival Period is defined in Section 9.3.

  • Notwithstanding the fact that the Specified IP Representation Survival Period extends past the Escrow Termination Date, in no event shall any amounts withheld from the Company Equityholders under the Right of Setoff with respect to breaches of the Specified IP Representation, when combined with all amounts recovered by Parent from the Escrow Fund, exceed the Escrow Amount.

  • Notwithstanding anything to the contrary in this Agreement, Seller's obligations and liabilities under this Agreement with respect to any Seller Estoppel shall not be subject to the Cap, the Basket or the Representation Survival Period.


More Definitions of Representation Survival Period

Representation Survival Period has the meaning set forth in Section 6.1.
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Related to Representation Survival Period

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Survival Period has the meaning set forth in Section 11.1.

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

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

  • 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).

  • 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.

  • Survival Date has the meaning set forth in Section 9.1.

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • 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).

  • 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).

  • 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).

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

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

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

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this 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.

  • Additional Representation has the meaning specified in Section 3.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • 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.

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

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • 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;

  • 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).

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Warranty means any one of them.