Fundamental and Tax Representations means the representations and warranties of Seller contained in Section 4.1 through Section 4.4 and Section 4.6.
Fundamental and Tax Representations means the Fundamental Representations together with the representations and warranties contained in Section 2.12 and Section 2.14. The representations and warranties set forth in Section 2.15 shall survive until the fifth (5th) anniversary of the Closing Date, the Fundamental Representations shall survive without limit, the representations contained in Section 2.12 and Section 2.14 shall survive until thirty (30) days after the expiration (including all extensions) of the statute of limitations applicable thereto and the representations contained in Section 2.7(g) shall survive until a Sales Milestone Payment has become due and payable or, if earlier, such time as Parent shall have ceased to commercialize DZNS Product. The date on which such representation or warranty expires shall be referred to as the “Representation Termination Date” and no claims for breach of representations and warranties may be brought after the applicable Representation Termination Date. All obligations of the parties under the covenants contained herein (including the covenants set forth in Section 4) that do not contemplate performance after the Effective Time shall expire at the Effective Time; provided, however, that notwithstanding the expiration of the parties’ obligations under such covenants, claims for breaches of any covenants of the Company prior to their expiration may be brought after the Effective Time and until twenty-four (24) months after the Closing Date (the “Pre-closing Covenant Termination Date”). Notwithstanding the foregoing, if at any time prior to the applicable Representation Termination Date or Pre-closing Covenant Termination Date, Parent delivers to the Stockholders’ Representative a notice alleging the existence of an inaccuracy in any of the representations and warranties made by the Company or a breach of a pre-Closing covenant made by the Company (and setting forth in reasonable detail the basis for Parent’s determination that such an inaccuracy or breach exists and, to the extent known, a good faith estimate of the amount of Damages incurred by Parent as a result of such inaccuracy or breach) and asserting a claim for recovery under Section 7.2 based on such inaccuracy or breach, then the claim asserted in such notice shall survive the Representation Termination Date or Pre-closing Covenant Termination Date, as applicable, until such time as such claim is fully and finally resolved. It is the express intent of the parties that, if the applicable su...
Fundamental and Tax Representations has the meaning set forth in Section 7.1.
Examples of Fundamental and Tax Representations in a sentence
This section shall not limit indemnification with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, or (iii) breaches of covenants of the Parties contained in this Agreement and the Transaction Documents.
This section shall limit indemnification with respect to breaches of representations and warranties in this Agreement (other than Fundamental and Tax Representations and other than with respect to fraud).