Specified IP Representations definition

Specified IP Representations means the representations and warranties of the Company set forth in (i) the first two sentences of Section 2.11(a), (ii) the last sentence of Section 2.11(a), (iii) the first sentence of Section 2.11(c), (iv) Section 2.11(j) and (v) Section 2.11(k).
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Specified IP Representations means [*].
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Specified IP Representations means the representations and warranties set forth in Section 2.13 of this Agreement. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
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Examples of Specified IP Representations in a sentence

  • The representations and warranties of the Parties contained in this Option Agreement shall survive the Closing until the date which is [*]; provided, however, that (i) the Specified IP Representations shall survive the Closing until the date that is [*] and (ii) the Fundamental Representations shall survive the Closing until the date which is [*].


More Definitions of Specified IP Representations

Specified IP Representations means the representations and warranties set forth in the following Sections of this Agreement: [***] and [***].
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Specified IP Representations means the representations and warranties set forth in Sections 3.1(m)(i), (iii), (iv) and (vii) to the extent that any breach or inaccuracy thereof arises from, occurs in or relates in any way to any of the following countries, including (a) any Legal Proceedings occurring in, arising from or relating to any such country, or (b) any Damages arising from or relating to (i) any transaction, business, activities or rights touching or arising from any such country, or (ii) the Exploitation, registration, assertion or existence of any Intellectual Property or Product in any such country: United States, Canada, Mexico, Brazil, Germany, Netherlands, United Kingdom, France, Italy, Austria, United Arab Emirates, Spain, Greece, Poland, Turkey, China, Korea, Japan, Singapore, Australia, Philippines, Thailand, Indonesia, and Malaysia.
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Specified IP Representations means the representations and warranties set forth in Section 2.13(a)-(c) and (e) (Intellectual Property).
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Specified IP Representations has the meaning set forth in Section 10.01.
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Related to Specified IP Representations

  • 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).

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

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to 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 the representations made by or on behalf of or relating to the Target, its subsidiaries or their respective businesses in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Vertical/Trigen (or any of its applicable Affiliates) has the right to terminate its (or their) obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of the breach of such representations in the Acquisition Agreement.

  • 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.

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

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).

  • 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).

  • Repeating Representations means each of the representations set out in Clause 18.1 (Status), to Clause 18.22 (No Material Adverse Effect) other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information) and Clause 18.13 (No proceedings pending or threatened).

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

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.