Core Warranties definition

Core Warranties means the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authorization, Enforceability), Section 4.3 (No Approvals or Conflicts) (other than Section 4.3(ii)) and Section 4.4 (Equity Interests).

Core Warranties has the meaning given to such term in Clause 11.1(a).

Core Warranties means those Warranties set out in paragraphs 1.2, 1.5, 2.2, 2.5, 2.6.1, 2.11.1 and 2.11.2 of Schedule 4;

Examples of Core Warranties in a sentence

• Neither the Seller nor LSEG shall be liable for any Claim (other than a claim in respect of the Core Warranties or a claim under the Tax Covenant) if and to the extent that the Purchaser (i) was aware at the Reference Date of the fact, matter, event or circumstance which is the subject matter of such Claim, and (ii) could reasonably be expected to appreciate the same would give rise to a Claim.

• The aggregate consideration will be paid in full by the Purchaser out of its available internal cash and/or loan facilities.Conditions Precedent Closing is conditional on: (a) the Shareholders’ Approval Condition having been fulfilled by the Seller; and (b) the Core Warranties Condition having been fulfilled by the Company or waived by the Purchaser in accordance with the Share Purchase Agreement.

More Definitions of Core Warranties

Core Warranties has the meaning given in Clause 8.3(a).

Core Warranties means the warranties of the UBOs set out in clause 10.2 and Schedule 8 and "Core Warranty" shall mean any one of them;

Core Warranties means each of the Seller Warranties set out in paragraphs 1(a), (b), (c)(i) and (c)(ii), 2, 3(a), (b), (c), (d) and (e), 4(a) and 9(a) in Schedule 1B.

Core Warranties means the Warranties set out in paragraphs 1.2.1 and 1.2.2 (Right, power, authority and action), 1.3 (Binding Agreements), 3 (Shares and Subsidiary Undertakings), 4 (Accounts), 5 (Changes Since The Last Accounts Date), 6 (Tax), 8 (excepting only 8.1.25) (Intellectual Property Rights) and 20 (Litigation) in each case of Schedule 4;

Core Warranties means those warranties set out in Part 1 of Schedule 3 and paragraph 1.3 in Part 2 of Schedule 3; Core Warranty Claim means a claim by the Purchaser (or its assignee) that a Core Warranty is, or is alleged to be, untrue or inaccurate; Corporate Seller means the parties listed in paragraphs (18) to (26) of Part 2 of Appendix 1; Data Room means the Project Playfish virtual data room hosted by Xxxxxxx Corporation as at 6.00 am on 9 November 2009 containing the documents referred to in the index of data room documents, in the Agreed Form, annexed to the Disclosure Letter;

Core Warranties means those Warranties set out at paragraphs 1, 2, 3, 4.1, 4.3, 4.4, 4.5, 4.6, 5.1, 5.2.1, 5.2.2, 5.2.5, 5.2.6, 5.4, 5.5, 8, 9,

Core Warranties means those Warranties set out at paragraphs 1, 2, 3, 4.1, 4.3, 4.4, 4.5, 4.6, 5.1, 5.2.1, 5.2.2, 5.2.5, 5.2.6, 5.4, 5.5, 8, 9, 11, 12.1 and 12.2 of Schedule 7, and Clause 8.1.9 together with the representations and warranties contained in the Tax Matters Agreement;