SOL Representations definition

SOL Representations has the meaning set forth in Section 9.01(a)(ii).

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SOL Representations means the representations and warranties contained in Section 5.16 (Taxes), Section 5.17 (Employee Benefit Matters) and Section 5.19 (Environmental Matters).

SOL Representations the representations and warranties contained in Section 4.2 (Authorization; Enforceability), Section 4.3 (Governmental Authorization), Section 4.5 (Capitalization; Subsidiaries), Section 4.9 (Tax Matters) and Section 4.22 (Employees and Contractors).

Examples of SOL Representations in a sentence

• For purposes of this Agreement, the term “Applicable Limitation Date” means (i) with respect to Fundamental Representations, indefinitely, (ii) with respect to SOL Representations, 12 months after the date upon which the applicable statute of limitations expires, and (iii) with respect to representations or warranties other than Fundamental Representations and the SOL Representations, the date that is 18 months following the Closing Date.

• Notwithstanding the foregoing, Buyer Indemnified Persons shall be entitled to payments for indemnification in respect of any Breach of or inaccuracy in Sellers Fundamental Representations or the SOL Representations from the first dollar of Losses.

• The Stockholders’ aggregate liability pursuant to Section 10.2(a)(i) shall not exceed $3,000,000 for all breaches of representations and warranties other than (i) the Special Representations, the SOL Representations or any of the closing certificates delivered pursuant to Section 9.1(a) as they relate to such representations, and (ii) fraudulent, knowing, willful or intentional breaches or conduct.

• For purposes of this Agreement, the term “Applicable Limitation Date” means (i) with respect to Fundamental Representations, indefinitely, (ii) with respect to SOL Representations, the date that is 30 days after the date upon which the applicable statute of limitations expires, and (iii) with respect to representations or warranties other than Fundamental Representations and the SOL Representations, the date that is 18 months following the Closing Date.

• No indemnification shall be payable to a Seller Indemnified Party with respect to any claim asserted after the Indemnification Cut-Off Date which relates to the Seller Indemnifiable Losses described in or arising under Section 13.3(b) except for Seller Indemnifiable Losses arising out of any SOL Representations; provided that any claim for indemnification as to which specific notice has been given prior to the Indemnification Cut-Off Date shall survive such expiration until final resolution of such claim.

More Definitions of SOL Representations

SOL Representations has the meaning set forth in Section 7.4.

SOL Representations means (A) for a Parent Indemnitee, the representations and warranties contained in Section 5.16 (Taxes), Section 5.17 (Employee Benefit Matters) and Section 5.19 (Environmental Matters) and (B) for a Seller Indemnitee, the representations and warranties contained in Section 6.16 (Taxes) and Section 6.17 (Employee Benefit Matters).

SOL Representations means the representations and warranties of the Company set forth in Section 3.09, Section 3.14, Section 3.19 and Section 3.20.

SOL Representations. The representations and warranties contained in Section 2.14 (Employee Benefits), Section 2.15 (Employment Laws), Section 2.16 (Environmental Laws) and Section 2.17 (Taxes).

SOL Representations has the meaning ascribed thereto in Section 3.3.1.

SOL Representations shall have the meaning set forth in Section 13.1.

SOL Representations means the representations and warranties in §§3(a) and (b), and 4(a), (b), (c), (d) and (k).