Buyer Fundamental Warranties definition

Buyer Fundamental Warranties means the representations and warranties of Buyer set forth in Section 4.1 (Organization and Existence), Section 4.2 (Authority and Enforceability) and Section 4.6 (Brokers).

Buyer Fundamental Warranties means the representations and warranties set forth in Section 4.01, Section 4.02, Section 4.03, Section 4.04(a), Section 4.04(b), and Section 4.08.

Buyer Fundamental Warranties means those warranties set forth in Section 4.1 (Organization of Buyer), Section 4.2(a) (Organization) Section 4.2(c) (Ownership and Interests), Section 4.3 (Authority), Section 4.4(a) (No Conflict with Organizational Documents), Section 4.9 (Brokerage Fees), and Section 4.13 (Buyer Capital Structure).

Examples of Buyer Fundamental Warranties in a sentence

• The Buyer Fundamental Warranties shall (a) be true and correct in all respects on and as of Closing Date as though made on and as of the Closing Date (other than those Buyer Fundamental Warranties expressly made as of an earlier date) and (b) in the case of Buyer Fundamental Warranties expressly made as of an earlier date, be true and correct in all respects as of such earlier date.

• Unless and until the amount of Losses in respect of indemnification under Section 9.3(a) (other than claims based upon, resulting from, arising out of or relating to Buyer Fundamental Warranties), arising from any particular inaccuracy in or breach of any representation or warranty of Buyer in this Agreement exceeds the Per Claim Threshold, such Losses below the Per Claim Threshold shall not be counted toward the Indemnification Threshold.

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• All representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall expire and terminate upon the Final Indemnity Escrow Release Date, except for the Company Fundamental Warranties, Holder Fundamental Warranties and the Buyer Fundamental Warranties, each of which shall expire and terminate on the three-year anniversary following the Closing Date.

• Buyer shall have no liability for indemnification of any Losses under (b) Section 7.3(a) (other than arising out of any breach of the Buyer Fundamental Warranties and instances of Buyer’s criminal conduct or common law or statutory fraud for which, in each case, the Threshold Amount shall be zero) until the aggregate amount of all such Losses equals or exceeds the Threshold Amount, in which event Buyer shall only be liable for Losses in excess of the Threshold Amount.

More Definitions of Buyer Fundamental Warranties

Buyer Fundamental Warranties means the warranties set forth in Section 3.01 (Organization and Good Standing), Section 3.02 (Authority; Execution and Delivery; Enforceability) and Section 3.06 (Brokers).

Buyer Fundamental Warranties means the warranties and undertakings set out at Schedule 5 and each a “Buyer Fundamental Warranty”;

Buyer Fundamental Warranties means the representations and warranties set forth in Sections 4.01, 4.02(a) and 4.04. “Buyer Indemnified Parties” has the meaning set forth in Section 9.02(a).

Buyer Fundamental Warranties has the meaning set forth in Section 15.01.

Buyer Fundamental Warranties means the representations and warranties set forth in S ection 4.01, S ection 4.02, S ection 4.03, S ection 4 .04(a), S ection 4.04(b), and S ection 4.08.

Buyer Fundamental Warranties means the warranties set out in paragraphs 1 and 2 of Schedule 4.

Buyer Fundamental Warranties means the representations and warranties contained in Section 4.01, Section 4.02 and Section 4.09. “Buyer Indemnitee” has the meaning set forth in Section 6.03.