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 those representations and warranties relating to the Acquired Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations and warranties in the Acquisition Agreement.
Specified Acquisition Agreement Representations means the representations made by or with respect to the Targets and their respective Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders (but only to the extent that the Borrower or its Affiliates have the right (taking into account any cure provisions) not to consummate the Acquisition, or to terminate their obligations (or otherwise do not have an obligation to close), under the Acquisition Agreement, as a result of a failure of such representations in the Acquisition Agreement to be true and correct).
Examples of Specified Acquisition Agreement Representations in a sentence
As of the Escrow Funding Date, (i) the Specified Acquisition Agreement Representations shall be accurate in all material respects (without duplication of any materiality qualifier set forth therein) and (ii) the Specified Representations shall be accurate in all material respects (without duplication of any materiality qualifier set forth therein).
More Definitions of Specified Acquisition Agreement Representations
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 (1) such of the representations and warranties made by the Closing Date Target in the Closing Date Acquisition Agreement as are material to the interests of the Lenders (after giving effect to materiality qualifiers contained in the Closing Date Acquisition Agreement), but only to the extent that Spark (or Spark’s applicable Affiliates) have the right (taking into account applicable cure provisions), pursuant to the Closing Date Acquisition Agreement, to terminate (or right to cause the termination of) its obligations under the Closing Date Acquisition Agreement to consummate the Closing Date Acquisition, or the right not to consummate the Closing Date Acquisition pursuant to the Closing Date Acquisition Agreement, as a result of the inaccuracy of such representations and warranties or failure of a condition resulting from a breach or inaccuracy of such representations and warranties, and (2) such of the representations and warranties made by Spark and its Subsidiaries in the Closing Date Acquisition Agreement as are material to the interests of the Lenders (after giving effect to materiality qualifiers contained in the Closing Date Acquisition Agreement), but only to the extent that the Closing Date Target has (or its applicable Affiliate has) the right (taking into account applicable cure provisions), pursuant to the Closing Date Acquisition Agreement, to terminate (or right to cause the termination of) its obligations under the Closing Date Acquisition Agreement to consummate the Closing Date Acquisition, or the right not to consummate the Closing Date Acquisition pursuant to the Closing Date Acquisition Agreement, as a result of the inaccuracy of such representations and warranties or failure of a condition resulting from a breach or inaccuracy of such representations and warranties.
Specified Acquisition Agreement Representations means such of the representations and warranties made by the Acquired Company or its Subsidiaries or Affiliates or with respect to the Acquired Company, its Subsidiaries or its business in the Acquisition Agreement as are material to the interests of the Lenders in their capacities as such, but only to the extent that the Company or its Affiliates have the right to terminate its or their respective obligations under the Acquisition Agreement or otherwise decline to close the Restatement Effective Date Acquisition as a result of a breach of any such representations and warranties or any such representations and warranties not being accurate.
Specified Acquisition Agreement Representations means such of the representations made by the Acquired Companies, the Sellers or their respective Subsidiaries or Affiliates in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or any of its affiliates has the right (determined without regard to any notice requirement) to terminate its or their obligations under the Acquisition Agreement (without giving effect to any Excluded Modifications) or otherwise decline to close the Acquisition as a result of a breach of such representations or such representations not being accurate (in each case determined without regard to any notice requirement).
Specified Acquisition Agreement Representations means, in connection with any M&A Transaction, the representations made by or with respect to the assets, Equity Interests, business line or unit or division of the Person to be acquired in connection with such M&A Transaction in the applicable acquisition agreement as are material to the interests of the Lenders and the Arrangers, in their capacities as such, but only to the extent that Borrower or its Affiliates have the right not to consummate such M&A Transaction, or to terminate their obligations (or otherwise do not have an obligation to close), under such acquisition agreement (in each case in accordance with the terms of such acquisition agreement) as a result of a failure of such representations in such acquisition agreement to be true and correct.
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 as defined in Section 6.2(p).