Specified Acquisition Agreement Representations definition

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

Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

Specified Acquisition Agreement Representations such of the representations and warranties made by the sellers and their Affiliates in the Limited Condition Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Limited Condition Acquisition Agreement, or 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.

Examples of Specified Acquisition Agreement Representations in a sentence

• The Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualification) on the Closing Date.

• The Specified Acquisition Agreement Representations (as defined in the Incremental Commitment Letter) shall be true and correct in all material respects as of the Amendment No. 2 Effective Date (or, as of such earlier date if expressly made as of an earlier date), in each case without duplication of any materiality qualifier therein.

• The following documents required to be delivered under the Definitive Debt Documents shall have been delivered: lien, litigation and tax searches (subject to the Certain Funds Provision), customary legal opinions, customary corporate records and good standing certificates and customary closing date officers’ certificates as to the accuracy in all material respects of the Specified Acquisition Agreement Representations and the Specified Representations.

• To support the idea that the MAC condition precedent is the same as the MAC condition precedent in the acquisition agreement, sponsor commitment letters often provide that the interpretation of the MAC definition (and the Specified Acquisition Agreement Representations) is governed by the laws of the jurisdiction that apply to the acquisition agreement (often Delaware law), even though the rest of the commitment letter is governed by New York law.

• Review and approve request from Varano Solar for a six month extension of the special use permit granted on March 25, 2021.

More Definitions of Specified Acquisition Agreement Representations

Specified Acquisition Agreement Representations means such of the representations and warranties made by or with respect to Concentra and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Initial Borrower has (or its applicable Affiliate has) the right (taking into account any applicable cure provisions), pursuant to the Acquisition Agreement, to terminate its (or such Affiliate’s) obligation under the Acquisition Agreement to consummate the Target Acquisition (or the right not to consummate the Target Acquisition pursuant to the Acquisition Agreement) as a result of a breach of such representations and warranties.

Specified Acquisition Agreement Representations means the representations and warranties made by or on behalf of the Seller and the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that B&GNA or the Borrower (or any of their applicable Affiliates) has the right to terminate its (or their) obligations (or decline to consummate the Acquisition) under the Acquisition Agreement as a result of the breach of such representations in and warranties in the Acquisition Agreement.

Specified Acquisition Agreement Representations means the representations made by THI in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that BKW has the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement.

Specified Acquisition Agreement Representations means the representations and warranties made by or with respect to the Target in the Acquisition 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 grace or cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Acquisition 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.

Specified Acquisition Agreement Representations means such of the representations and warranties related to Parent Borrower or any of its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrowers have the right to terminate their obligations under the Acquisition Agreement or the right to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement.

Specified Acquisition Agreement Representations means such of the representations made by the Sellers with respect to the Target Assets in the Acquisition Agreements as are material to the interests of the Lenders, but only to the extent that the applicable (a) Nexstar Entity has the right not to consummate the Newport Acquisition or (b) Mission Entity has the right not to consummate the Little Rock Acquisition, as applicable, or to terminate its obligations under the applicable Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreements.

Specified Acquisition Agreement Representations means the representations and warranties relating to the Company and its businesses made by or with respect to the Company in the Closing Date Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Holdings or its Affiliates has the right to decline to consummate the Closing Date Acquisition or to terminate the obligations of Holdings under the Closing Date Acquisition Agreement as a result of a breach of such representations and warranties in the Closing Date Acquisition Agreement.