Individual Representations definition

Individual Representations. Section 5.3 "Individual Underwriting Agreement Representations" Section 7.1 "Initiating Holders" Section 7.2 "Investor" Recitals "Issuance" Section 8.1 "Lee Xxxignated Directors" Section 2.1 "Lee Xxxtial Investors" Preamble "Majority Initiating Holders" Section 7.2 "Non-Complying Investor" Section 7 "Non-Employee Initiating Party" Section 3.2.1 "Offered Securities" Section 3.2.1 "Offer Proposal" Section 3.2.1 "Offer Period" Section 3.2.1 "Participating Buyer" Section 8.1 "Participating Seller" Section 5.1; 6.1 "Preemption Notice" Section 8.1 "Preemptive Portion" Section 8.1 "Preemptive Purchaser Offerees" Section 8.1 "Proposed Buyer" Section 5; 6.1; 8.1 "Proposed Fund Seller" Section 6.1 "Proposed Investor Seller" Section 5; 6.1 "Public Offering" Section 7.1 "Requesting Majority Holders" Section 5.5 "Sale" Section 5; 6.1 "Sale Percentage" Section 5; 6.1 "SCP Designated Directors" Section 2.1 "SCP Initial Investor" Section 2.1 "Seller Initial Investor" Preamble "Subject Securities" Section 8.1 "Tag Along Notice" Section 6.1 "Tag Along Offerees" Section 6.1 "Take Along Notice" Section 5.1 "Transfer" Section 3 "Transfer Notice" Section 3.1.1
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Individual Representations. Section 5.3 "Initial Fund Investor" Preamble "Initial Mezzanine Investor" Preamble "Initiating Holders" Section 7.2 "Investor" Preamble "Issuance" Section 8 "Xxxxxx Designated Director" Section 2.1 "Majority Initiating Holders" Section 7.2 "Mezzanine Securities Purchase Agreement" Recitals "Non-Complying Investor" Section 10.2 "Original Closing Date" Preamble "Other Offered Securities" Section 8.1 "Participating Buyer" Section 8.1 -8-
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Individual Representations has the meaning set forth in Article III.
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Examples of Individual Representations in a sentence

  • Buyer will have received a certificate signed on behalf the Acquired Companies to such effect solely with respect to the Seller Excluded Representations and the other Seller Individual Representations.

  • The Vendors hereby jointly and severally represent and warrant to Exchangeco and Big Flash as set out in Part 1 of Schedule "D", provided that each Vendor shall be deemed to have severally made those representations set forth in paragraphs (a) to (i) of Schedule "D" (collectively, the "Individual Representations"), and acknowledge that Exchangeco and Big Flash are relying on these representations and warranties in entering into this Agreement and performing their obligations under the same.

  • Section 3.1. Individual Representations and Warranties of Sellers 19 Section 3.2. Organization of the Company 20 Section 3.3. Capital Structure 20 Section 3.4. Ownership of LLC Interests 20 Section 3.5. Authority of Sellers 20 Section 3.6. Agency Qualifications 21 Section 3.7. Employee Qualifications 21 Section 3.8. No Conflict 21 Section 3.9. Financial Statements; Absence of Undisclosed Liabilities 22 Section 3.10.

  • Individual Representations and Warranties of the Stockholders Section 4.28.

  • Section 3.1. Individual Representations and Warranties of Sellers 10 Section 3.2. Organization of the Company 11 Section 3.3. Capital Structure 11 Section 3.4. Ownership of LLC Interests 11 Section 3.5. Authority of Sellers 12 Section 3.6. No Conflict 12 Section 3.7. Financial Statements; Absence of Undisclosed Liabilities 13 Section 3.8. Operations Since the Balance Sheet Date 13 Section 3.9. Taxes 13 Section 3.10.

  • The Vendors hereby jointly and severally represent and warrant to Exchangeco and Patch as set out in Part 1 of Schedule "D", provided that each Vendor shall be deemed to have severally made those representations set forth in paragraphs (a) to (i) of Schedule "D" (collectively, the "Individual Representations"), and acknowledge that Exchangeco and Patch are relying on these representations and warranties in entering into this Agreement and performing their obligations under the same.

  • The representations and warranties set forth in Section 3.1, Section 3.2, Section 3.4, Section 3.31, Section 5.4 and ARTICLE IV (the Individual Representations) shall survive indefinitely.

  • For greater certainty, notwithstanding anything to the contrary herein, no Seller shall be liable to the Buyer for any breach by another Seller of any of the Individual Representations of such other Seller or for such Seller’s Willful Misconduct or for the breach of any covenant of another Seller.

  • Accordingly, the particular ADS Party making the Individual Representations and Covenants is solely liable for such Individual Representations and Covenants as they pertain to itself, but not as they pertain to the other ADS Parties (provided however that the Drxxxx Xhareholders are solidarily liable with each other for the Individual Representations and Covenants of the Drxxxx Xhareholders).

  • This means that the particular Vendor or Trustee making the Individual Representations and Covenants will be solely liable for such Individual Representations and Covenants as they pertain to himself or itself, but not to the other Vendors.


More Definitions of Individual Representations

Individual Representations means the representations and warranties set forth in Section 2.
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Individual Representations means the several representations and warranties made by each Seller in respect of that Seller pursuant to Article III hereof.
Sample 1
Individual Representations has the meaning set forth in the initial sentence of ARTICLE IV.
Sample 1

Related to Individual Representations

  • Special Representations has the meaning set forth in Section 8.1.

  • Additional Representation has the meaning specified in Section 3.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Buyer Fundamental Representations means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Corporate Authorization), Section 5.3 (Binding Effect), Section 5.4 (Capitalization) and Section 5.16 (Brokers’ Fees).

  • Parent Fundamental Representations means the representations and warranties of Parent and Merger Sub set forth in Sections 3.1(a) (Due Organization; Subsidiaries), 3.3 (Authority; Binding Nature of Agreement), 3.4 (Vote Required) and 3.18 (No Financial Advisors).

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • Blanket Issuer Letter of Representations means the Blanket Issuer Letter of Representations between the City, the Registrar and DTC.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is 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 obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.