Seller Representation definition

Seller Representation means any representation or warranty of the Sellers set forth in Article 3 of this Agreement.
Sample 1Sample 2
Seller Representation has the meaning given in Clause 8.5;
Sample 1

Examples of Seller Representation in a sentence

  • Subject to the provisions of the Sale and Servicing Agreement, Seller, any Affiliate of Seller, Representation Provider and any Affiliate of Representation Provider may in their individual or any other capacity become the owner or pledgee of Notes or Certificates with the same rights as they would have if they were not Seller, Representation Provider or an Affiliate thereof or Representation Provider or an Affiliate thereof.

  • Seller, Representation Provider and any director, manager, officer, employee or agent of Seller or Representation Provider may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.

  • I agree to timely provide completed and signed Rule 144 paperwork to MSSB (including, without limitation, a Seller Representation letter dated as of the date of this Plan substantially in the form of Part IV - Exhibit B to this Plan prior to the Adoption Date).

  • Except as set forth in Section 3.1(t) of the Seller Schedule, to the knowledge of the Company, there is no basis for the recall, withdrawal or suspension of any approval by any Governmental Authority with respect to any Analytical Instruments Business product produced in the Covered Period except as would not individually or in the aggregate have a Seller Representation Adverse Effect.

  • To the knowledge of the Company, none of Seller, any Subsidiary or any of the assets of the Analytical Instruments Business is subject to any Governmental Order having, individually or in the aggregate, a Seller Representation Adverse Effect.

  • The Company shall not be required to register the transfer of any Debenture unless and until it is in possession of such completed Certificate of Transfer and, if required, Seller Representation Letter, and any assignment or transfer of this Debenture not made in accordance with the terms hereof shall be null and void and of no force or effect.

  • Sales under each Sellers Plan cannot begin until the Broker receives (i) the Plan Shares, to the extent such Plan Shares are currently owned by Seller, (ii) a properly executed Seller Representation Letter and (iii) a properly completed and executed Sellers Plan, including an acknowledgment by Isis.

  • Seller and each Subsidiary has filed with the proper authorities all statements and reports required by all applicable laws relating to the Analytical Instruments Business, the Assets or the Transferred Subsidiaries except in such cases where the failure to so file would not, either individually or in the aggregate, be expected to result in a Seller Representation Adverse Effect.

  • Prior to effecting any assignment or transfer of this Debenture, the Holder shall have delivered to the Company a completed Certificate of Transfer, substantially in the form of Exhibit B hereto, and, if required, a Seller Representation Letter, substantially in the form of Exhibit C hereto.

  • Instructions: To be reviewed and executed by an authorized representative of the Issuer.Exhibit B – Seller Representation Letter.

Related to Seller Representation

  • 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.

  • 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 Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • 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).

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Seller Representative means Xxxxx Bank.

  • 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).

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

  • 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.

  • 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).

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • 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.

  • Investment Representation Letter As defined in Section 5.02(b).

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

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

  • Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by EQT, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • 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.

  • 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.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

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

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

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