Representations Survival Period definition

Representations Survival Period has the meaning given to that term in Section 10.01(a).
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Representations Survival Period has the meaning set forth in Section 8.1(b)(ii). “Representative” of a Person means any Affiliate, stockholder, member, partner, officer, director, officer or employee of such Person or any investment banker, attorney, accountant, broker or other advisor, agent or representative of such Person. “Required Stockholder Approval” has the meaning set forth in Section 3.3(a). “Requisite Regulatory Approvals” has the meaning set forth in Section 6.1(b). “Resale Registration Statement” has the meaning set forth in Section 5.17(a).
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Representations Survival Period has the meaning given to it in Section 7.3(1)(d).
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Examples of Representations Survival Period in a sentence

  • For the avoidance of doubt, the Parties hereby agree and acknowledge that a Representations Survival Period is a contractual statute of limitations that may be shorter than the statute of limitations otherwise available under Applicable Law and any claim brought by any Indemnified Party pursuant to this Article X must be brought or filed prior to the expiration of the applicable Representations Survival Period.

  • For the avoidance of doubt, the parties hereby agree and acknowledge that the Representations Survival Period is a contractual statute of limitations and any claim brought by any party to this Agreement pursuant to this Article 9 must be brought or filed prior to the expiration of the Representations Survival Period.

  • The Distance Learning ContextThe use of technology in language teaching clearly falls within the domain of pedagogic procedures.

  • Notwithstanding the foregoing, if written notice of a claim has been given pursuant to this Article X prior to the applicable Representations Survival Period by the Person seeking indemnification for such claim, then the representations, warranties, covenants or agreements with respect to which such claim alleges a breach shall survive solely as and to the extent of such claim until such claim has been finally resolved pursuant to this Article X.

  • The covenants and agreements of the parties contained in or made pursuant to this Agreement or any Collateral Document shall survive each Closing (unless any such covenant or agreement by its express terms in this Agreement does not so survive) and shall remain operative and in full force and effect for the statute of limitations applicable to contractual obligations (“Covenant Survival Period” together with the Representations Survival Period, the “Indemnity Period”).

Related to Representations Survival Period

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

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

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

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

  • 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).

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

  • 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.

  • 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).

  • 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).

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

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

  • 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.

  • Additional Representation has the meaning specified in Section 3.

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

  • 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.

  • 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.

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

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger 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;

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

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

  • 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.