Seller Representations and Warranties definition

Seller Representations and Warranties means the Seller Fundamental Warranties and the Seller Tax Warranties collectively.
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Seller Representations and Warranties means, collectively: (a) the General Representations and Warranties; (b) the Excluded Representations and Warranties; (c) the Fundamental Representations and Warranties; and (d) the Tax Representations and Warranties; and, each of them individually is a “Seller Representation and Warranty”.
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Seller Representations and Warranties means, jointly, the Sellers’ Fundamental Representations and Warranties and the Operational Representations and Warranties.
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Examples of Seller Representations and Warranties in a sentence

  • Except as described in Recital B, to the knowledge of the Seller, there is no pending or threatened proceeding in eminent domain or otherwise, which would affect the Property, or any portions thereof, nor any facts which might give rise to such action or proceeding.(d) Seller Representations and Warranties Pertaining to Options.

  • Along with delivery of the said sale shares the Seller shall deliver to the Purchaser a Memorandum of delivery endorsing the transfer of the said sale shares by delivery and upon receipt of such Memorandum of Delivery, the Purchaser shall acknowledge and accept the same and (b)deliver to the Purchaser a written certificate that all the Seller Representations and Warranties remain true and accurate as of the Completion Date.

  • The use of this term in STC 6 is highlighted in bold underlined font below:(b) Seller Representations and Warranties.

  • This Agreement and the transactions contemplated thereby will not violate the terms or provisions of any law, court order, or agreement to which Company is governed or bound;10.2 Seller Representations and Warranties.

  • REPRESENTATIONS, WARRANTIES, AND COVENANTS 9.02 Additional Seller Representations and Warranties.

  • The Taxpayer A Redevelopment Mall was a property redevelopment project undertaken with a view to earning rental income.

  • The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to Closing, of each of the following conditions (except to the extent waived in writing by Seller): Representations and Warranties.

  • Notwithstanding Section 8.1(b)(i) and Section 8.1(b)(ii), Losses arising out of the following shall not be subject to the Basket or the Cap: (A) any breaches or inaccuracies of any Core Seller Representations and Warranties or (B) Fraud.

  • It has not relied upon any promises, representations, statements or information of any kind whatsoever that are not contained in this Agreement in deciding to enter into this Agreement.9.02 Additional Seller Representations and Warranties.

  • All Core Seller Representations and Warranties contained in this Agreement shall be true and correct in all but de minimis respects as of the Date of this Agreement and as of the Closing (except to the extent any such representation and warranty speaks only as of another date, in which event such representation and warranty shall have been true and correct as of such date).


More Definitions of Seller Representations and Warranties

Seller Representations and Warranties means the representations and warranties of the Sellers set forth in ARTICLE 8;
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Seller Representations and Warranties has the meaning set forth in Section 7.1.
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Seller Representations and Warranties means the representations and warranties set forth in Sections 3.02, 3.03, 3.04 and 3.05 of the Transfer and Sale Agreement.
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Related to Seller Representations and Warranties

  • 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.

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

  • 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;

  • 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;

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • 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.

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

  • 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 Warranties means the warranties given by the Seller in Schedule 3;

  • 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).

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

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

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

  • 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.

  • 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.

  • 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).

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

  • 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.

  • Tax Warranties means the warranties set out in part 3 of schedule 8 (Tax)

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

  • 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.

  • 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).

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

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