“Acquisition Representations” means the representations and warranties made by or with respect to the Target in the Acquisition Agreement (but only to the extent that the breach of such representations and warranties would permit the Borrower or its applicable Subsidiary to terminate its obligations under the Acquisition Agreement or to decline to close the Acquisition as a result of the breach of such representations and warranties in the Acquisition Agreement).

“Specified Acquisition Agreement Representations” means the representations made by or with respect to the Targets and their respective Subsidiaries in the Acquisition Agreement as are material to the interests of the ​ (but only to the extent that the Borrower or its Affiliates have the right (taking into account any cure provisions) not to consummate the Acquisition, or to terminate their obligations (or otherwise do not have an obligation to close), under the Acquisition Agreement, as a result of a failure of such representations in the Acquisition Agreement to be true and correct).

“Specified Acquisition Agreement Representations”: the representations made by or with respect to the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of ​, but only to the extent that the Borrower or its affiliates have the right (determined without regard to any notice requirement) to decline to close under the Acquisition Agreement or to terminate their 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, in each case, without incurring any liability for any termination payment, “break-up” fee or other material expense.

“Specified Acquisition Agreement Representations” means, with respect to any Permitted Acquisition, those representations and warranties made by the applicable sellers or a seller representative on their behalf or the target of such Permitted Acquisition or its Subsidiaries or Affiliates in the acquisition agreement relating to such Permitted Acquisition with respect to the target of such Permitted Acquisition, the Subsidiaries of such target or such target’s business, and which representations and warranties are material to the interests of the Lenders, but only to the extent Parent or the applicable Restricted Subsidiary has a right under such acquisition agreement # not to consummate the transactions contemplated by such acquisition agreement or # to terminate Parent’s or such Restricted Subsidiaries’ obligations under such acquisition agreement, in each case, as a result of a breach of such representation or any such representation not being accurate (in each case, determined without regard to any notice requirement but taking into account applicable cure provisions).

“Company Representations” shall mean such of the representations and warranties made by or with respect to the Target and its Subsidiaries and their respective businesses in the Purchase and Sale Agreement, but only to the extent that Holdings has (or its applicable Affiliate has) the right to terminate Holdings’ or such Affiliate’s obligations under the Purchase and Sale Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Purchase and Sale Agreement.

“Third Amendment Acquisition Agreement Representations” means such of the representations and warranties made by or with respect to the Acquired Target in the Acquisition Agreement to the extent the breach of such representations and warranties is material to the interests of the Lenders (in their capacities as such), and that the ​ or the ​’s Affiliates have the right to terminate its or their obligations under the Acquisition Agreement or otherwise decline to close the Acquisition as a result of such breach or any such representations not being accurate.