Express Representations definition

Express Representations has the meaning set forth in Section 4.7(b).

Express Representations has the meaning set forth in Section 8.2(a).

Express Representations shall have the meaning set forth in Section 5.13.

Examples of Express Representations in a sentence

• In addition, there shall not exist any facts or circumstances that would make any of the Seller’s Express Representations untrue in any material respect as of the Closing Date.

• No representation, warranty, agreement, statement, guarantee, covenant, or promise, if any, made by any person acting on behalf of Seller other than the Express Representations will be valid or binding on Seller.

• Purchaser, on its own behalf and on behalf of the Purchaser Group: (x) disclaims reliance on the items in clause (ii) in the immediately preceding sentence (which do not, for the avoidance of doubt, include Purchaser reliance on the Express Representations) and (y) together with Sellers, acknowledges and agrees that Purchaser has relied on, is relying on and will rely on only the Express Representations.

• Subject to Seller’s Express Representations, Buyer has elected to go forward with the purchase of the Property in its current condition, AS IS, WHERE IS, on the basis of such personal examinations and inspections as Buyer has deemed appropriate to make.

• Consequently, during the term of this Agreement, New Meditrust-LLC is free to act without restriction with respect to all of the Other Assets; PROVIDED, HOWEVER, that notwithstanding such freedom to act, the Express Representations and Warranties contained in Section 7.2(b)(1) and Section 7.2(c)(1) shall be true and correct as of the Closing Date.

More Definitions of Express Representations

Express Representations means the representations and warranties (i) of the Company expressly and specifically set forth in Article II regarding the Company and its Subsidiaries or any documents or certificates delivered hereunder, and (ii) of Seller expressly and specifically set forth in Article III or any documents or certificates delivered hereunder, in each case of (i) and (ii), as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement.

Express Representations has the meaning set forth in Section 3.26.

Express Representations shall have the meaning set forth in Section 5.8(b). “Extended Contract Period” shall have the meaning set forth in Section 2.5(a). “FCPA” shall mean the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§78dd-1, et seq. “Final DIP Order” shall mean an Order of the Bankruptcy Court acceptable to the DIP Agent and XXX Xxxxxxx, authorizing and approving on a final basis, among other things, the DIP Documents and the DIP Facility on a final basis (as the same may be amended, supplemented, or modified from time to time after entry thereof with the consent of DIP Agent, in its sole discretion) as to which no stay has been entered. “Final Order” shall mean an Order of the Bankruptcy Court or other applicable court (a) that is not the subject of a pending appeal, petition for certiorari, motion for reconsideration or leave to appeal or other proceeding for review, rehearing or reargument, (b) that has not been reversed, vacated, modified or amended, is not stayed and remains in full force and effect, and (c) with respect to which the time to appeal, to petition for certiorari, to move for reconsideration or to seek review, rehearing or reargument shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure or other applicable Laws, as applicable. “GAAP” shall mean United States generally accepted accounting principles. “Government Official” shall mean any officer or employee of a Governmental Entity or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such Governmental Entity or department, agency, or instrumentality, or for or on behalf of any such public international organization, or any political party, party official, or candidate thereof, excluding officials related to the government of the United States. “Governmental Entity” shall mean any (i) federal, state, provincial, local, municipal, foreign or other government, (ii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court, arbitrator or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative,

Express Representations means (a) the representations and warranties of the Company contained in ARTICLE IV and contained in the certificates of the Company delivered hereunder, (b) as to the Parent and Merger Sub, the representations and warranties of Parent and Merger Sub contained in ARTICLE V and (c) as to Guarantor, the representations and warranties of Guarantor in Sections 5.04 and 9.17.

Express Representations has the meaning set forth in Section 2.19.

Express Representations shall have the meaning set forth in Section 10(f).

Express Representations is as defined in Section 10.1.