Specified Acquisition Agreement Representations definition
Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
Specified Acquisition Agreement Representations such of the representations and warranties made by the sellers and their Affiliates in the Limited Condition Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Limited Condition Acquisition Agreement, or decline to consummate the acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.
Specified Acquisition Agreement Representations means such of the representations made by, or with respect to, the Company and its subsidiaries in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent the Borrower or any of its Affiliates has the right (taking into account any applicable cure provisions) to terminate its obligations under the Purchase Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of one or more of such representations in the Purchase Agreement
Examples of Specified Acquisition Agreement Representations in a sentence
Each of the Specified Acquisition Agreement Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Acquisition Agreement Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) on and as of such earlier date.
More Definitions of Specified Acquisition Agreement Representations
Specified Acquisition Agreement Representations means, with respect to any acquisition contemplated by the Borrower or any Restricted Subsidiary, the representations made by or on behalf of the proposed target of such acquisition in the documentation governing such acquisition (the “Subject Acquisition Agreement”) that are material to the interests of the Lenders, but only to the extent that the Borrower (or its affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such affiliates’) obligations under the Subject Acquisition Agreement or decline to consummate the applicable acquisition as a result of a breach of such representations and warranties in the Subject Acquisition Agreement.
Specified Acquisition Agreement Representations means the representations made by Media General in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that Nexstar Media or Merger Sub has the right to terminate its obligations under the Merger Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement.
Specified Acquisition Agreement Representations means such of the representations made by the Sellers with respect to the Target Assets in the Acquisition Agreements as are material to the interests of the Lenders, but only to the extent that the applicable (a) Nexstar Entity has the right not to consummate the Newport Acquisition or (b) Mission Entity has the right not to consummate the Little Rock Acquisition, as applicable, or to terminate its obligations under the applicable Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreements.
Specified Acquisition Agreement Representations means the representations and warranties made by, with respect to, or on behalf of the Closing Date Acquired Business in the Closing Date Acquisition Agreement as are material to the interests of the Administrative Agent and the Lenders, but only to the extent that Company or its applicable Affiliates have the right to terminate its (or their) obligations under the Closing Date Acquisition (or decline to consummate the Closing Date Acquisition) as a result of a breach of such representations and warranties.
Specified Acquisition Agreement Representations as defined in Section 6.2(p).
Specified Acquisition Agreement Representations means the representations and warranties made with respect to the ▇▇▇▇ Target and its Subsidiaries in the ▇▇▇▇ Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or Holdings has the right pursuant to the ▇▇▇▇ Acquisition Agreement to terminate its or their obligations to consummate the ▇▇▇▇ Acquisition (or the right pursuant to the ▇▇▇▇ Acquisition Agreement not to consummate the ▇▇▇▇ Acquisition) as a result of a breach of such representations and warranties.
Specified Acquisition Agreement Representations means (i) with respect to the Safeway Acquisition, the representations and warranties covered by the condition in Section 6.2(a) of the Safeway Merger Agreement (but only with respect to the representations and warranties that are material to the interest of the Lenders, and only to the extent that AB LLC (or its applicable Affiliate) has the right to terminate its obligations under the Safeway Merger Agreement or decline to consummate the Safeway Acquisition as a result of a breach of such representations and warranties and (ii) with respect to any Permitted Acquisition or Investment permitted hereunder to be financed in any part by the proceeds of Incremental Term Loan Commitments, the representations and warranties set forth in the definitive agreement therefor that are material to the interest of the Incremental Term Lenders, and only to the extent that the applicable Loan Party has the right to terminate its obligations under such agreement or decline to consummate the Permitted Acquisition or Investment as a result of a breach of such representations and warranties.