Specified Representations definition

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).

Specified Representations means the representations and warranties set forth in Sections 3.01(a), 3.02, 3.03(b), 3.08, 3.13, 3.14, 3.15, and 3.18.

Specified Representations means the representations and warranties of the Borrower set forth in Section 3.01 (relating to corporate existence and corporate power and authority of the Obligors); Section 3.02 (relating to enforceability of the Loan Documents); Section 3.03(b) (relating to no conflicts with organizational documents (limited to the execution, delivery and performance of the Loan Documents, incurrence of Indebtedness thereunder and the granting of guarantees and security interests in respect thereof)); Section 3.07; Section 3.11; and Section 3.16.

Examples of Specified Representations in a sentence

• Losses for which the Indemnifying Parties are obligated to indemnify the Indemnified Parties in respect of claims relating to inaccuracies in or breaches of Specified Representations shall be satisfied (i) initially from the then-remaining limit of coverage under the R&W Insurance Policy (if any), (ii) then, once the limits of coverage under the R&W Insurance Policy have been exhausted (or if excluded from coverage under the R&W Insurance Policy), from the Indemnity Escrow Fund.

• The foregoing Cap shall not apply to Indemnification Claims based on breaches of Fundamental Representations, breaches of Specified Representations or Fraud.

• The Specified Representations shall be true and correct in all material respects as of the Third Amendment Effective Date (or, if any such representations or warranties are qualified by materiality, material adverse effect or similar language, shall be true and correct in all respects).

• 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.

• Any (i) Indemnification Claims in respect of the Specified Representations, (ii) ESOP Claims, (iii) Share Ownership Claims, (iv) Indemnification Claims under Section 6.7.1, and (v) Indemnification Claims based on willful misconduct or fraud must be made before the expiration of the applicable statute of limitation for the respective claims.

More Definitions of Specified Representations

Specified Representations means those representations and warranties made by the Borrower and the Guarantors in Sections 5.01(a) (in respect of the Borrower and the Guarantors only), 5.01(b)(ii), 5.02(a), 5.02(b)(i), 5.04, 5.12, 5.16, 5.18(a)(ii), 5.18(c) and 5.19(a).

Specified Representations means the representations and warranties set forth in Sections 4.1(i) and (ii), 4.2, 4.3(a), 4.3(b), 4.7, 4.9, 4.15, 4.17(a), 4.20, 4.21, and 4.22.

Specified Representations means the representations and warranties set forth in Sections 5.01(a)(i), 5.02, 5.03, 5.04, 5.06, 5.08, 5.16, 5.19, and 5.23.

Specified Representations means those representations and warranties made in Sections 3.3(a) (with respect to the organizational existence of the Loan Parties only), 3.4 (other than clause (c), 3.5(i), 3.11, 3.14, 3.19, 3.20 and solely to the extent it would be unlawful for the Lenders to extend the Loans, 3.21.

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

Specified Representations means those representations and warranties made by the Borrower in Sections 5.01(b)(ii), 5.02(a), 5.02(b)(i), 5.02(b)(iii) (to the extent such conflict has not resulted in a Material Adverse Effect (as such term or similar definition is defined in the main transaction agreement governing the applicable Permitted Acquisition), 5.04, 5.13, 5.18, 5.20 and 5.21).

Specified Representations has the meaning specified in Section 10.02(a)(i).