Certain Funds Representation means the representations and warranties contained in Section 5.01(a), Section 5.02, Section 5.03(a)(ii), Section 5.09 and Section 5.10.
Certain Funds Representation means, with respect to the Company and the RPS Buyer only (and not, for the avoidance of doubt, in respect of any obligation to procure that any Subsidiary of the Company (other than the RPS Buyer), the RPS Target or any Subsidiary of the RPS Target take, or refrain from taking, any action and not as a result of any misrepresentation with respect to, or made by, any such Subsidiary of the Company (other than the RPS Buyer), the RPS Target or any Subsidiary of the RPS Target), any representation and/or warranty under any of Sections 5.01(a) (but with respect to good standing, only to the extent a breach would have a material adverse effect on the Company’s ability to perform and comply with its monetary obligations under this Agreement, any Note and each other Loan Document), 5.02(a), 5.02(b), 5.02(c)(i) (limited to violations or defaults under material Contractual Obligations with respect to Indebtedness in an aggregate principal amount exceeding $25,000,000 (which shall be deemed to be material for the purposes thereof)), 5.04, 5.14, 5.19 ((x) limited only to Security Instruments to which the Company is a party as of September 23, 2022 and (y) only insofar as it relates to a valid and perfected Lien pursuant to Security Instruments to which the Company is a party on September 23, 2022 (without giving regard to first priority status of such Liens) solely to the extent such perfection is required under the Security Instruments and may be obtained solely by the filing of a Uniform Commercial Code Financing Statement) and 5.28.
Certain Funds Representation means (with respect to the Borrower and BidCo only and not, for the avoidance of doubt, in respect of any obligation to procure any action by any other Subsidiary of the Borrower, Target or any Subsidiary of the Target) any representation and/or warranty under any of Sections 4.1(a) (but with respect to good standing, only to the extent a breach would have a material adverse effect on the Borrower’s ability to perform and comply with its monetary obligations under this Agreement, the Notes and each other Loan Document), 4.2(a), 4.2(c)(i) (solely with respect to material applicable laws), 4.2(c)(ii), 4.2(c)(iii) (solely with respect to contractual restrictions contained in any agreement or instrument with respect to Debt for borrowed money of the Borrower or BidCo in an outstanding principal amount in excess of $250,000,000), the last sentence in Section 4.2, 4.3, 4.11 and 4.13.
Examples of Certain Funds Representation in a sentence
On the Term Loan Funding Date (i) no Certain Funds Default is continuing or would result from the proposed Borrowing and (ii) all the Certain Funds Representations shall be true and correct or, if a Certain Funds Representation does not include a materiality concept, true and correct in all material respects.
We hereby certify that, as at the date hereof, (x) no Certain Funds Default is continuing or would result from the Disbursement requested herein and (y) all the Certain Funds Representations are true, or, if a Certain Funds Representation does not include a materiality construct, true in all material respects.
Each Certain Funds Representation being true and accurate in all material respects (provided that, to the extent that any such representation is already qualified by materiality, it shall be true and accurate in all respects).
More Definitions of Certain Funds Representation
Certain Funds Representation means in respect of the Company and its Subsidiaries from time to time only and not, for the avoidance of doubt, relating to any member of the Target Group (including any failure to procure its compliance), any of the representations contained in Clause 20.1 (Status) to Clause 20.4 (Power and authority) (inclusive) and 20.14 (Offer Documents Information) where, in each case, breach would lead to a Material Adverse Effect.
Certain Funds Representation means, with respect to the Borrower (and not, for the avoidance of doubt, in respect of any obligation to procure that any Subsidiary of the Borrower, Target or any Subsidiary of the Target take, or refrain from taking, any action and not as a result of any misrepresentation with respect to, or made by, any Subsidiary of the Borrower, the Target or any Subsidiary of the Target), any representation and/or warranty under any of Sections 4.01(a) (but with respect to good standing, only to the extent a breach would have a material adverse effect on the Borrower’s ability to perform and comply with its monetary obligations under this Agreement, the Notes and each other Loan Document), Section 4.02, Section 4.03(b)(ii), Section 4.03(c) (limited to violations or defaults under indentures, agreements or other instruments with respect to Indebtedness in an aggregate principal amount exceeding $100,000,000), Section 4.07 and Section 4.10.
Certain Funds Representation means (with respect to the Borrower and Bidco only and not, for the avoidance of doubt, in respect of any other Subsidiary of the Borrower, the Target or any Subsidiary of the Target and any representation or warranty given by the Borrower in respect of any other Subsidiary of the Borrower, the Target or any Subsidiary of the Target) any representation and/or warranty under any of Sections 2.1(1)(i), 2.1(1)(iii), 2.1(2), 2.1(3), 2.1(4)(i) (solely with respect to material Applicable Laws), 2.1(4)(ii), 2.1(4)(iii) (solely with respect to the Borrower’s entering into of this Agreement and the borrowing of Advances not violating any contractual restrictions contained in any agreement or instrument with respect to Indebtedness of the Borrower in an outstanding principal amount in excess of $250,000,000), 2.1(4)(iv) (together with Sections 2.1(2), 2.1(3) and 2.1(4), solely with respect to obligations under this Agreement and the Fee and Syndication Letter), 2.1(5) (solely with respect to material consents, licenses, approvals and authorizations) and 2.1(24).
Certain Funds Representation means a representation made under any of:
Certain Funds Representation means, with respect to the Borrower and Bidco (and not, for the avoidance of doubt, in respect of any obligation to procure that any other Subsidiary of the Borrower, Target or any other member of the Target Group take, or refrain from taking, any action and not as a result of any misrepresentation with respect to, or made by, any other Subsidiary of the Borrower, the Target or any Subsidiary of the Target), any representation and/or warranty under any of Section 5.01(1), Section 5.01(2), Section 5.01(3), Section 5.01(4) or Section 5.01(5).
Certain Funds Representation means, to the extent it relates to the Borrower only, any representation or warranty under any of paragraphs (a) and (b) of Clause 17.1 (Status), Clauses 17.2 (Binding obligations) to 17.5 (Validity and admissibility in evidence) and/or Clause 17.24 (Offer and Related Documents).
Certain Funds Representation means the representations and warranties contained in Section 5.01(a), Section 5.02, Section 5.03(a)(ii), Section 5.09 and Section 5.10. “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in the case of clauses (x) and (y) be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued, promulgated or implemented. “Change of Control” means an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and