Sellers’ Fundamental Warranties means the Warranties of the Sellers set forth in Section III.1 (Existence and Power), Section III.2 (Authorisation; No Contravention), Section III.3 (Title to Purchased Shares), Section 3.4 (Governmental Authorisation; Third Party Consents), Section 3.5 (Binding Effect), Section 3.6 (Litigation; Orders), Section 3.7 (No Government Officials) and clauses (b), (c) and (d) of Section 3.8 (Compliance with Laws; Anti-Bribery Laws).
Sellers’ Fundamental Warranties means, with respect to the representations and warranties set forth in Section 3.1 (Organization, Standing and Authority), Section 3.2 (Capital Structure) (other than the last sentence of Section 3.2(a)), Section 3.3 (Subsidiary Equity Holdings) and Section 3.4 (Corporate Authorization and Binding Effect) and, solely for purposes of Section 8.1, Section 3.12 (No Brokers).
Sellers’ Fundamental Warranties means, with respect to the representations and warranties set forth in Section 3.1 (Organization, Standing and Authority), Section 3.2 (Capital Structure) (other than the last sentence of Section 3.2(a)), Section 3.3 (Subsidiary Equity Holdings) and Section 3.4 (Corporate Authorization and Binding Effect) and, solely for purposes of Section 8.1, Section 3.12 (No Brokers). “Shared Software” means all software, firmware and middleware (in each case, in object code and source code) owned by the Bank or any of the Transferred Subsidiaries and used in the businesses of the Seller and its Affiliates (other than the Bank and the Transferred Subsidiaries, but including (i) the businesses conducted by the Bank and the Subsidiaries described in Schedule 4 attached hereto, and (ii) the Excluded Assets and Liabilities). “Shares” has the meaning set forth in the Recitals. “Special Dividend Amount” means an amount equal to the maximum amount approved by the OCC for the declaration and payment of a dividend by the Bank or any other return of, or reduction in, the Bank’s capital in connection with the consummation of the Transactions; provided that (a) the Special Dividend Transaction shall not result in the Estimated Closing TBV being more than the Maximum Closing TBV and (b) if the Special Dividend Transaction would result in the Estimated Closing TBV being less than the Target Closing TBV, then the Special Dividend Amount shall be reduced to an amount so that the Special Dividend Transaction would result in the Estimated Closing TBV being equal to the Target Closing TBV. “Special Dividend Approval” has the meaning set forth in Schedule 3. “Special Dividend Transaction” has the meaning set forth in Section 5.15.
Examples of Sellers’ Fundamental Warranties in a sentence
Each of the Sellers Fundamental Warranties and Company Fundamental Warranties shall be true and correct as of the Closing Date.
More Definitions of Sellers’ Fundamental Warranties
Sellers’ Fundamental Warranties means, with respect to the representations and warranties set forth in Section 3.1 (Organization, Standing and Authority), Section 3.2 (Capital Structure), Section 3.3 (The Company’s Subsidiaries), Section 3.4 (Corporate Authorization and Binding Effect) and Section 3.12 (No Brokers).
Sellers’ Fundamental Warranties means the warranties set out in paragraphs 1, 2, 3, 8.7, 13 and 23 of Schedule 3 (Sellers’ Warranties) given by each Seller in respect of itself only, such Seller’s Relevant Shares and the relevant member of the Target Group and "Sellers’ Fundamental Warranty" shall be construed accordingly;
Sellers’ Fundamental Warranties means those Seller’s Warranties set out in paragraphs 1, 2 and 3 of Schedule 3 (Seller’s Warranties);
Sellers’ Fundamental Warranties means any of the Sellers’ representations and warranties set forth in Sections 7.1.1 (“Organization; Power and Authority; Enforceability”) and/or 7.1.4 (“Shares; No Other Shares; Title to Shares”);
Sellers’ Fundamental Warranties means the Warranties set out in paragraph 1 and paragraph 2 of Schedule 4 (Warranties);
Sellers’ Fundamental Warranties means any of the Sellers’ representations and warranties set forth in Sections 8.1.1 (“ Power and Authority of the Sellers; Enforceability ”) and 8.1.4 (“ Title to the Shares and to the shareholding interests in the Subsidiaries ”).