Fundamental Representations definition

Fundamental Representations has the meaning set forth in Section 8.1.

Fundamental Representations has the meaning set forth in Section 7.4(a).

Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization, Existence and Good Standing), Section 3.2 (Power and Authority, Authorization and Execution), Section 3.5(a) and Section 3.5(b) (Capitalization; Title to Shares; Subsidiaries), and Section 3.21 (Brokers).

Examples of Fundamental Representations in a sentence

• The Seller Fundamental Representations shall be true and correct in all respects (other than such failure to be true and correct that is de minimis in nature), in each case as of the Execution Date and on and as of the Closing Date with the same force and effect as though such Seller Fundamental Representations had been made on such date (except for such Seller Fundamental Representations which by their express provisions are made as of an earlier date, in which case, as of such earlier date).

• The Buyer Fundamental Representations shall be true and correct in all respects (other than such failure to be true and correct that is de minimis in nature), in each case as of the Execution Date and on and as of the Closing Date with the same force and effect as though such Buyer Fundamental Representations had been made on such date (except for such Buyer Fundamental Representations which by their express provisions are made as of an earlier date, in which case, as of such earlier date).

More Definitions of Fundamental Representations

Fundamental Representations has the meaning set forth in Section 10.1(a).

Fundamental Representations means the Buyer Fundamental Representations and the Seller Fundamental Representations.

Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization and Qualification; Subsidiaries); Section 4.2 (Authority; Approval Required); Section 4.3(a) (No Conflict; Required Filings and Consents); Section 4.4(a) (Capital Structure); Section 4.13(b)(i)) (Taxes); Section 5.1 (Organization and Qualification; Subsidiaries); Section 5.2 (Authority; Approval Required); Section 5.3(a) (No Conflict; Required Filings and Consents);Section 5.4(a) (Capital Structure) and Section 5.13(b)(i) (Taxes).

Fundamental Representations means the representations and warranties of the Company contained in Section 2.08 (b) (Consideration Allocation Certificate), Section 3.01 (Organization and Standing), Section 3.02 (Authority, Capacity, Validity and Effect), Section 3.03 (Capitalization), Section 3.08 (Absence of Certain Changes), Section 3.13 (Intellectual Property) and Section 3.18 (Tax); and the representation and warranties made by each Selling Shareholder, strictly on a sole basis, under Article IV.

Fundamental Representations shall have the meaning set forth in Section 11.1(a).

Fundamental Representations means the representations and warranties contained in Sections 3.1, 3.2, 3.5, 4.1, 4.2, 5.1, 5.2 and 5.5.

Fundamental Representations means, collectively, the representations and warranties set forth in Section 3.01, Section 3.03, Section 3.05, Section 4.01, Section 4.02, Section 4.03, Section 4.11, Section 5.01, Section 5.03, and Section 5.04.