Fundamental Buyer Representations means the representations and warranties of Buyer contained in Section 5.1 (Organization of Buyer), Section 5.2 (Authorization, Enforceability), Section 5.5 (Broker’s Fees), Section 5.6 (Financial Ability) and Section 5.7 (Investment Representation).
Fundamental Buyer Representations has the meaning set forth in Section 24.3(a)(iii). “Fundamental Seller Representations” has the meaning set forth in Section 24.3(a)(i).
Fundamental Buyer Representations has the meaning set forth in Section 6.1.
Examples of Fundamental Buyer Representations in a sentence
Subject to the foregoing, the remainder of this Agreement, including the Fundamental Buyer Representations, shall survive the Closing without time limit.
Except as otherwise provided in Section 11.01(f) , the Fundamental Buyer Representations shall survive the Closing and expire on the FR Expiration Date.
More Definitions of Fundamental Buyer Representations
Fundamental Buyer Representations means the representations and warranties set forth in Sections 5.01, 5.02, 5.04(a), 5.04(b), 5.05 and 5.06.
Fundamental Buyer Representations shall have the meaning given it in Section 10.1.
Fundamental Buyer Representations means the representations and warranties of Buyer set forth in Section 4.1 (Formation and Power of Buyer), Section 4.2 (Authorization; Validity), Section 4.3 (No Conflict) and Section 4.5 (Brokers).
Fundamental Buyer Representations means Section 4.1 (Existence; Good Standing), Section 4.2 (Authorization and Binding Obligation), and Section 4.9 (No Brokers).
Fundamental Buyer Representations means the representations and warranties made in Sections 4.01 (Existence and Power), 4.02 (Authorization), 4.04 (Governmental Authorization), 4.05 (Noncontravention) and 4.11 (Finders’ Fees) of this Agreement.
Fundamental Buyer Representations means the representations and warranties set forth in Sections 5.01 , 5.02 , 5.04(a) , 5.04(b) ,
Fundamental Buyer Representations means those representations and warranties of Buyer set forth in Sections 6.1 (Organization), 6.2 (Authorization) and 6.5 (Brokerage). “Fundamental Seller Representations” means those representations and warranties of Sellers and/or the Acquired Entities set forth in Sections 4.1 (Organization), 4.2 (Authorization), 4.3 (Capitalization), 4.4 (Subsidiaries), 4.11 (Taxes), 4.15 (Brokerage), 4.26 (Indebtedness), 4.28 (Cash), 5.1 (Residency), 5.2 (Authorization), 5.4 (Brokerage) and 5.5 (Securities). “GAAP” means generally accepted accounting principles of the United States consistently applied. “Governmental Entity” means any nation or government, any state, province or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, arbitrator or other body or administrative, regulatory or quasi-judicial authority, agency, department, board, commission or instrumentality of any federal, state, local or foreign jurisdiction. “HSR Act” means the Xxxx Xxxxx Xxxxxx Antitrust Act of 1976, as amended. “Indebtedness” means, without duplication, (A) all indebtedness or other obligation of the Acquired Entities for borrowed money, whether current, short term, or long term, secured or unsecured, (B) any indebtedness evidenced by any note, bond, debenture or other debt security, (C) any indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise, (D) any commitment by which a Person assures a creditor against loss (including, without limitation, contingent reimbursement Liability with respect to letters of credit), (E) all lease obligations of the Acquired Entities under leases which are capital leases in accordance with GAAP, (F) any off balance sheet financing of the Acquired Entities, (G) any liability of the Acquired Entities with respect to interest rate swaps, collars, caps and similar hedging obligations, (H) any liability of the Acquired Entities under deferred compensation plans, severance or bonus plans or similar arrangements (including retention agreements and change-in-control agreements) made payable in whole or in part as a result of the transactions contemplated herein (other than the aggregate amount of Transaction Bonuses paid and/or payable to the Bonus Recipients to the extent such amounts are deducted 39