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.
Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.
Certain Funds Representations means each of the following: Section 5.1 (with respect to the Company and the Guarantors); Section 5.2 (with respect to enforceability of the Loan Documents); Section 5.3 (with respect to no conflicts between the Loan Documents and the organizational documents of the Company and the Guarantors); Section 5.11; Section 5.12; Section 5.16; Section 5.22; Section 5.23; Section 5.25 (with respect to the Acquisition Closing Date, immediately after the consummation of the Transactions to occur on the Acquisition Closing Date); and Section 5.26.
Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.
Representation Date shall have the meaning ascribed to such term in Section 4(k).
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.
Representation means any representation as to fact or law, including a representation as to the state of mind of—
Repeating Representations means the representations which are deemed to be repeated under Clause 16.23 (Times for making representations and warranties).
Specified Representations means (i) such of the representations made by each of UWWH and Unisource with respect to itself and their respective subsidiaries in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that you have the right (without liability) to terminate your obligations under the Merger Agreement, or to decline to consummate the Merger, as a result of a breach of such representations in the Merger Agreement, (ii) such of the representations made by each of Spinco and xpedx with respect to itself and its respective subsidiaries in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that UWWH has the right to terminate its obligations under the Merger Agreement, or to decline to consummate the Merger, as a result of a breach of such representations in the Merger Agreement and (iii) the representations and warranties set forth in the ABL Documentation relating to organizational existence, corporate power and authority, due authorization, execution and delivery and enforceability, in each case of the ABL Documentation, the incurrence of the loans, the provision of guarantees and the granting of security as contemplated herein not violating or conflicting with organizational documents of the Borrower or the Guarantors, solvency as of the Closing Date (after giving effect to the Transactions) of the Combined Business and its subsidiaries on a consolidated basis (with solvency to be defined in a manner consistent with the solvency certificate to be delivered in the form attached as Annex II to Exhibit C), Federal Reserve margin regulations, the Investment Company Act of 1940, as amended, the Patriot Act, the use of loan proceeds not violating margin regulations or FCPA, OFAC and, subject to the provisions of this paragraph, creation, validity and perfection of the security interests in the ABL Collateral. Notwithstanding the provisions under the sections entitled “Governing Law, Etc.” and “Governing Law and Forum” in this Commitment Letter and the Term Sheet, respectively, it is understood and agreed that (x) whether any Specified Representation described in clause (b)(i) or (b)(ii) above has been breached, and whether as a result you have the right to terminate your obligations thereunder, or to decline to consummate the Merger and (y) whether there shall have been a Spinco Material Adverse Effect or a UWWH Material Adverse Effect shall be determined under the laws of the State of Delaware.
representation agreement means an agreement between collective management organisations whereby one collective management organisation mandates another collective management organisation to manage the rights it represents, including an agreement concluded under regulations 28 (agreements between collective management organisations) and 29 (representation of other collective management organisations);
Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by Parent, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Counsel, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.
Excluded Representations has the meaning set forth in Section 7.3(a).
Acquisition Agreement Representations means the representations made by or on behalf of the Acquired Business in the Acquisition Agreement that are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Borrower (or a Subsidiary) has the right to terminate its obligations to consummate the Acquisition under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
Additional Representation has the meaning specified in Section 3.
Special Representations has the meaning set forth in Section 8.1.
Eligible Representations means those representations identified within the “Tests” included in Schedule B.
Fundamental Representations has the meaning set forth in Section 8.1(a).
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.
Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.
Seller Fundamental Representations has the meaning set forth in Section 8.01.
Purchaser Fundamental Representations has the meaning set forth in Section 7.3.1.
Purchaser Warranties the representations, warranties and undertakings made by the Purchaser and contained in Clause 6 and Schedule 3;
Buyer Fundamental Representations has the meaning set forth in Section 8.3(a)(i).
Major Representation means any of the following representations contained in this Agreement:
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).
Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.