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 Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).
Specified Purchase Agreement Representations means the representations made by the Target with respect to the Target and its Subsidiaries in the Purchase 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 to terminate the obligations of the Borrower or such Affiliate under the Purchase Agreement or to decline to consummate the Acquisition (in each case pursuant to the terms thereof) as a result of a breach of one or more of such representations in the Purchase Agreement.
Examples of Specified Purchase Agreement Representations in a sentence
Each of the Specified Purchase Agreement Representations (to the extent Borrower can terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement) shall be accurate in all material respects.
The Company is not, after reasonable inquiry, aware of any failure of the Specified Purchase Agreement Representations to be true and correct, or any failure by any party thereto to comply with all covenants therein applicable to it, in each case that would be material to the Company following the closing of the Acquisition.
The Specified Purchase Agreement Representations shall be true and correct and qualified by materiality or material adverse effect as set forth in the Purchase Agreement.
Subject to the Limited Conditionality Provision, the Specified Representations and the Specified Purchase Agreement Representations will be true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects).
The Specified Purchase Agreement Representations shall be true and correct in all material respects as of the Closing Date and the Specified Representations shall be true and correct in all material respects as of the Closing Date (except in the case of any Specified Representation which expressly relates to a given date or period, in which case such representation and warranty shall be true and correct in all material respects as of the respective date or respective period, as the case may be).
More Definitions of Specified Purchase Agreement Representations
Specified Purchase Agreement Representations means the representations made by the Target and/or its Subsidiaries with respect to the Target and/or its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Company (or any applicable Affiliate of the Company, including any other applicable Subsidiary of the Company) has the right to terminate its obligations under the Acquisition Agreement, or to decline to consummate the Acquisition pursuant to the Acquisition Agreement, as a result of a breach of such representation in the Acquisition Agreement, determined without regard to whether any notice is required to be delivered by the Company or any of its Affiliates party to the Acquisition Agreement.
Specified Purchase Agreement Representations means the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Closing Date Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Borrower (or any of its Affiliates) have the right to terminate the Borrower’s obligations under the Closing Date Acquisition Agreement (or decline or otherwise refuse to consummate the Closing Date Acquisition pursuant to the Closing Date Acquisition Agreement) as a result of a breach of any such representation and warranty in the Closing Date Acquisition Agreement or any such representation and warranty not being accurate (in each case, determined without regard to any notice requirement).
Specified Purchase Agreement Representations means the representations made by the “seller” (or other applicable term) with respect to such seller and its applicable Affiliates in any acquisition agreement executed in connection with a Permitted Acquisition or other Investment permitted hereunder that are material to the interests of Lenders, but only to the extent that the buyer (or other applicable term) under any acquisition agreement referred to above has (or the buyer’s applicable Affiliate has) the right to terminate its obligations under the acquisition agreement executed in connection with such Permitted Acquisition or other Investment or the right not to consummate such Permitted Acquisition or other Investment pursuant to such acquisition agreement as a result of the breach of one or more of such representations in such purchase agreement.
Specified Purchase Agreement Representations means the representations made by or on behalf of the Target in the Specified Purchase Agreement that are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to Silgan’s or its Affiliates’ obligation to close under the Specified Purchase Agreement or Silgan or any of its Affiliates has the right to terminate its obligations (or to refuse to consummate the Specified Acquisition) under the Specified Purchase Agreement as a result of a breach of any such representations or any such representations not being accurate in the Specified Purchase Agreement.
Specified Purchase Agreement Representations means such of the representations and warranties in the Paragon Purchase Agreements made by or with respect to the Paragon Entities or any seller party to a Paragon Purchase Agreement to the extent the Company has the right (taking into account any applicable cure provisions) to terminate its obligations under the Paragon Purchase Agreements (without giving effect to the proviso in Section 9.01(f) of the Paragon California PSA) or to decline to consummate the Paragon Acquisition as a result of a breach of such representations in the Paragon Purchase Agreements.
Specified Purchase Agreement Representations means such of the representations and warranties made with respect to S&F Holdings and its subsidiaries in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent Parent has the right to terminate its obligations under the Purchase Agreement or decline to consummate the Acquisition as a result of a breach of such representations or warranties in the Purchase Agreement.
Specified Purchase Agreement Representations means, with respect to any Acquisition or other Investment, such of the representations and warranties made by, or with respect to, the applicable entity to be acquired and its Subsidiaries (if any) in the applicable definitive agreement relating to such Acquisition or Investment as are material to the interests of the lenders providing the applicable Indebtedness, but only to the extent that the Borrower (or its applicable Affiliates) has the right to terminate its (or their) obligations under such agreement, or to decline to consummate such transaction, as a result of a breach of any one or more of such representations and warranties in such agreement.