Specified Acquisition Agreement Representations Sample Clauses

Specified Acquisition Agreement Representations. Each of the Specified Acquisition Agreement Representations shall be true and correct in all respects 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 respects as of such earlier date.
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Specified Acquisition Agreement Representations. The representations and warranties in the Specified Acquisition Agreement made by or with respect to the Acquired Business that are material to the interests of the Lenders are true and correct in all material respects, but only to the extent that the Borrower and/or any of its Subsidiaries, as applicable, has the right to terminate its or their obligations under the Specified Acquisition Agreement or not consummate the Specified Acquisition as a result of a breach of such representations in the Specified Acquisition Agreement.
Specified Acquisition Agreement Representations. The Specified Acquisition Agreement Representations shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualification) as of the Closing Date, but only to the extent that Merger Sub (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms of the Acquisition Agreement) as a result of a breach of such Specified Acquisition Agreement Representation.
Specified Acquisition Agreement Representations. Each of the Specified Acquisition Agreement Representations shall be true and correct to the extent provided in the Closing Date Acquisition Documents.
Specified Acquisition Agreement Representations. The Specified Acquisition Agreement Representations will be true and correct. As used in this Section 4.9, “Specified Acquisition Agreement Representations” means the representations and warranties made by the Sellers and the Novo Acquired Company or its or their subsidiaries or affiliates in the Novo 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 to terminate its or their respective obligations under the Novo Acquisition Agreement or otherwise decline to close the Novo Acquisition as a result of a breach of any such representations and warranties or any such representations and warranties not being accurate (in each case, determined without regard to any notice requirement).
Specified Acquisition Agreement Representations. The Specified Acquisition Agreement Representations will be true and correct. As used in this Section 4.11, “Specified Acquisition Agreement Representations” means the representations and warranties made by each of the Xxxxx I Seller and Xxxxx XX Seller or their respective subsidiaries or affiliates in the Xxxxx I PSA or Xxxxx XX PSA, as applicable, as are material to the interests of the Lenders, but only to the extent that the Borrower or its affiliates have the right to terminate its or their respective obligations under the Xxxxx I PSA or Xxxxx XX PSA or otherwise decline to close the Acquisition as a result of a breach of any such representations and warranties or any such representations and warranties not being accurate (in each case, determined without regard to any notice requirement).
Specified Acquisition Agreement Representations. The Specified Acquisition Agreement Representations shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect (as defined in the Acquisition Agreement), in which case, such representation and warranty shall be true and correct in all respects after giving effect to any such qualification).
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Specified Acquisition Agreement Representations. Secured Parties (a) the Administrative Agent, by the Target with respect to the Target and its subsidiaries in the Acquisition Agreement as are (b) the Collateral Agent, (c) the Lenders, (d) the beneficiaries of each indemnification or material to the interests of the Lenders, but only to the extent that the Parent Guarantor (or any of reimbursement obligation undertaken by any Loan Party under any Loan Document, (e) the Hedge its Affiliates) has the right (taking into account any applicable cure provisions set forth in the Counterparties, (f) the Treasury Services Providers and (g) the successors and assigns of each of pective obligations under the the foregoing. Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms of the Acquisition Agreement) as a result of a breach of such representations in the Securities Laws he Securities Act of 1933, the Securities Exchange Act of Acquisition Agreement. 1934, Xxxxxxxx-Xxxxx, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB. 46 47 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17
Specified Acquisition Agreement Representations. The Specified Acquisition Agreement Representations shall be true and correct to the extent required under the Acquisition Agreement.
Specified Acquisition Agreement Representations such of the representations and warranties made by or in respect of Hydrofarm, the Acquired Company (as defined in the Purchase Agreement), the Seller (as defined in the Purchase Agreement), the Stockholders (as defined in the Purchase Agreement) or any of their Subsidiaries or Affiliates, in each case, set forth in the Purchase Agreement, but only to the extent that the Initial Borrower (or any of its Affiliates) has the right to terminate its obligations to consummate the Closing Date Acquisition under the Purchase Agreement (or the right to not consummate the Closing Date Acquisition pursuant to the Purchase Agreement) (in each case, in accordance with the terms thereof) as a result of a breach of such representations and warranties in the Purchase Agreement (determined without regard to whether any notice is required to be delivered under the Purchase Agreement).
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