Fundamental Representations of Seller definition

Fundamental Representations of Seller has the meaning set forth in the definition of “Fundamental Representations.”
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Fundamental Representations of Seller means Article III Section 3.1 (Organization, Good Standing and Qualification), Section 3.2 (Authorization; Enforceability), Section 3.3 (No Conflict), Section 3.4 (Required Consents), Section 3.7 (Title to Assets; Sufficiency of Assets), Section 3.14 (Brokers’ Fees) and Section 3.15 (Intellectual Property Rights; Information Technology).
Sample 1
Fundamental Representations of Seller means the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3(a)(ii) and Section 3.4.
Sample 1

Examples of Fundamental Representations of Seller in a sentence

  • The Fundamental Representations of Seller set forth in Section 2 that refer specifically to and are made as of a specified date shall have been true and correct in all material respects as of such specified date, and all other Fundamental Representations of Seller set forth in Section 2 shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date.

  • The Fundamental Representations of Seller shall be true and correct in all respects on and as of the date hereof and on and as of the date of the Closing with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

  • Each of the Fundamental Representations of Seller shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent any such Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Fundamental Representation shall be true and correct as of such date and except for de minimis exceptions).

  • Seller’s aggregate liability in respect of any indemnification obligation for Losses (i) under Section 7.2(a)(i), other than in respect of (x) fraud or willful misconduct or (y) any breach of the Fundamental Representations of Seller, shall not exceed the Cap, and (ii) otherwise under this Agreement, shall not exceed the Purchase Price.

  • The Fundamental Representations of Seller shall be true and correct in all material respects both as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date).

  • The Fundamental Representations of Seller made in this Agreement (as may be amended by Seller in accordance with Section 6.03) shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of the Closing Date (except for those representations and warranties that speak only as of a specific date or time, which need only be true and correct as of such date or time).

  • The Fundamental Representations of Seller shall survive the Closing and shall continue in full force and effect until the expiration of all applicable statutes of limitation (giving effect to any extensions thereof).

  • The Fundamental Representations of Seller set forth in Section 4.4(c) shall have been and be true and correct as of the Agreement Date in all material respects.

  • The Fundamental Representations of Seller set forth in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Closing until twenty (20) years after the Closing Date.

  • The Fundamental Representations of Seller set forth in Section 4.4 (other than Section 4.4(c)) shall have been and be true and correct as of the Agreement Date and as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except as would be de minimis.


More Definitions of Fundamental Representations of Seller

Fundamental Representations of Seller means the representations and warranties of Seller set forth in Sections 4.01, 4.02, 4.06, and 4.17.
Sample 1
Fundamental Representations of Seller means Article III Section 3.1 (Organization, Good Standing and Qualification) , Section 3.2 (Authorization; Enforceability), Section 3.3 (No Conflict), Section 3.4 (Required Consents), Section 3.7 (Title to Assets; Sufficiency of Assets), Section 3.14 (Brokers’ Fees) and Section 3.15 (Intellectual Property Rights; Information Technology).
Sample 1

Related to Fundamental Representations of Seller

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Additional Representation has the meaning specified in Section 3.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Special Representations has the meaning set forth in Section 8.1.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Seller Warranties means the warranties given by the Seller in Schedule 3;

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.