Seller’s Fundamental Representations and Warranties definition

Seller’s Fundamental Representations and Warranties means the representations and warranties of Sellers set forth in Section 3.1, Section 3.2(a), Section 3.2(c), Section 3.3(a), Section 3.3(b) and Section 3.3(c), and Section 3.19.
Sample 1Sample 2
Seller’s Fundamental Representations and Warranties means the representations and warranties of Sellers in Sections 3.01, 3.02, 3.03, 3.04, 3.07(a), 3.09(a) and 3.18.
Sample 1Sample 2
Seller’s Fundamental Representations and Warranties has the meaning set forth in Article 7.1, paragraph 6.
Sample 1Sample 2

Examples of Seller’s Fundamental Representations and Warranties in a sentence

  • The Seller’s Fundamental Representations and Warranties relating to the Phase II Business or the Phase II Closing shall be true and correct (except for de minimis inaccuracies) as of the date hereof and as of the Phase II Closing Date as though made on such date.

  • The Seller’s Fundamental Representations and Warranties shall be true and correct (except for de minimis inaccuracies) as of the date hereof and as of the Phase I Closing Date as though made on such date.


More Definitions of Seller’s Fundamental Representations and Warranties

Seller’s Fundamental Representations and Warranties mean the representations and warranties based on section 1 and paragraphs 1, 2 and 9 of section 2 of Exhibit 3.1.
Sample 1Sample 2
Seller’s Fundamental Representations and Warranties has the meaning set forth in Section 8.1(a)(i).
Sample 1Sample 2
Seller’s Fundamental Representations and Warranties collectively or individually, as appropriate, the representations and warranties made by the Seller in Sections 4.2 (Title to Assets), 4.11 (Authority), and 4.13 (Brokers).
Sample 1
Seller’s Fundamental Representations and Warranties means the representations and warranties that each of the Sellers individually (individualmente) makes and gives for the benefit of the Purchaser in accordance with the provisions of Section 5.1 and Annex 5.1 hereto.
Sample 1
Seller’s Fundamental Representations and Warranties has the meaning set forth in Section 10.08.
Sample 1
Seller’s Fundamental Representations and Warranties means the representations and warranties of Sellers set forth in Section 3.1 , Section 3.2(a) , Section 3.2(c) , Section 3.3 (a) , Section 3.3 (b) and Section 3.3(c) , and Section 3.19 .
Sample 1

Related to Seller’s Fundamental Representations and Warranties

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

  • 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).

  • 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).

  • 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.

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

  • 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).

  • 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 Representation has the meaning set forth in Section 9.1.

  • 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;

  • 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;

  • 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).

  • 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).

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

  • 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.

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

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

  • 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.

  • 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.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • 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.

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

  • Tax Warranties means the warranties set out in part 3 of schedule 8 (Tax)

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

  • Additional Representation has the meaning specified in Section 3.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.