Title Representations definition

Title Representations means those representations and warranties set forth in Section 3 and in Subsections 7.1 (f), (s), (t), (u), (v), (dd) and (mm).

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Title Representations means the representations and warranties contained in Section 3.04, Section 4.03(a), Section 4.05, Section 4.13(a), and Section 4.16(c).

Title Representations means the representations and warranties contained in Sections 3.02, 3.03, 3.05, 4.02, 4.04, 4.05, 4.09 and 4.14.

Examples of Title Representations in a sentence

All representations and warranties of Buyer Parties contained in Article II shall survive until twelve (12) months after the Closing Date, provided that the representations and warranties contained in Sections 2.1, 2.2, 2.9 and 2.10 shall survive indefinitely (collectively, the "Buyer Title Representations").
Subject to subsection (c) of this Section 8.4 and except as otherwise provided in the immediately following sentence, the maximum aggregate amount of Losses for which Seller shall be liable for claims made pursuant to Section 8.2 and Article VI hereof, other than with respect to the Seller Title Representations, shall be an amount equal to $4,500,000.
All claims made pursuant to Section 8.2 hereof with respect to the Seller Title Representations shall in each case be fully reimbursable and are not subject to the Seller's Indemnity Threshold.
All claims made pursuant to Section 8.3 hereof with respect to the Buyer Title Representations shall in each case be fully reimbursable and are not subject to the Parent's Indemnity Threshold.
All claims made pursuant to Section 8.2 with respect to the Seller Title Representations shall be fully reimbursable and shall not be subject to any limitation or cap.

More Definitions of Title Representations

Title Representations means the representations and warranties of Seller set forth in (i) the last sentence of section 3.11 and (ii) the last sentence of section 3.12(a);

Title Representations means Section 3.2, Section 3.3 and the second, third and fourth sentences of Section 4.2. “Tolling Agreement” means the master tolling agreement in the form attached as Exhibit F, with such changes as are made in accordance with Section 6.1, to be entered into by and between the Company and each of Coldwater Facility Holding, LLC and Euclid Facility Holdings, LLC prior to or as of the Closing. “Trademarks” has the meaning set forth in Section 4.11(a)(i). “Trade Secrets” has the meaning set forth in Section 4.11(a)(i). “Transaction Bonuses” means the payment amounts set forth on Section 1.1(e) of the Disclosure Schedules to the recipients identified thereon pursuant to each Employee Benefit Plan that is a change in control, transaction, retention, or similar incentive or bonus payment that will be triggered solely as a result of the Transactions. “Transaction Expenses” means, without duplication, any and all (i) costs, fees and expenses of outside professionals incurred by the Company or which the Company has paid or agreed to pay (including

Title Representations has the meaning set forth in Section 16.1.

Title Representations means the representations and warranties contained in Sections 3.02, 3.03, 3.05, 4.02, 4.04, 4.05, 4.09 and 4.14. “Transfer” has the meaning set forth in Section 6.01(d).

Title Representations means those representations and warranties set forth in Section 3 and in Subsections 7.1 (f), (s), (t), (u), (v), (dd) and (mm). (iii) "Undisclosed Liability Representations" shall mean those representations and warranties set forth in Subsections 7.1(d), (l), (o), (w), (x), (y), (z), (aa), (bb), (ee), (ii) and any other Pre-Contribution Liabilities as defined in Sections 15.1 and 15.2. (iv) "Failure to Perform" means a circumstance wherein the Owner or Contributor shall fail to perform a material obligation which is required to be performed by Contributor or Owner pursuant to this Agreement. If a Failure to Perform is in connection with, or causes, a financial obligation of the Project or Owner to result with respect to matters arising or occurring prior to the Contribution Date, the Failure to Perform shall be considered an Undisclosed Liability Representation for purposes of this Agreement. (v) "Claims Period" shall mean the period beginning on the Contribution Date and ending on (i) December 31, 2016, only as to Claims which pertain to General Representations and Failures to Perform; and (ii) the date on which the applicable statute of limitation has been determined to have expired as to Title Representations, Undisclosed Liability Representations, Torchlight Claims, and any type of fraud. (vi) "Claim" shall mean a claim for breach of a General Representation, a Title Representation, an Undisclosed Liability Representation or a claim for Failure to Perform or a claim involving fraud or material misrepresentation. (b) SCOLP’s rights with respect to any Claim shall expire unless SCOLP asserts the Claim before the expiration of the applicable Claims Period by written notice to Contributor in the manner provided in this Agreement or unless this Agreement otherwise provides such Claim is not subject to expiration. The notice shall set forth a definite statement of the nature of the Claim and an estimate of the damages resulting from such Claim which were suffered (or reasonably expected to be suffered) by SCOLP.

Title Representations means those representations and warranties set forth in Sections 7.1(b), (d) and (s).

Title Representations means the representations and warranties made by the Companies in Section 3.3 hereof and the representations and warranties made by the Zephyr Owners in the Letters of Transmittal regarding title to the Membership Interests and Units in the Companies.