Statutory Representations definition
Statutory Representations means the Company’s representations and warranties set forth in Sections 3.1(j), 3.1(l) and 3.1(ii).
Statutory Representations means the representations and warranties of Section 4.12 (Employee Benefits) and Section 4.25 (Government Contract and Regulatory Matters).
Statutory Representations shall have the meaning set forth in Section 9.3(a).
Examples of Statutory Representations in a sentence
Verifications of Statutory Representations and Covenants 37 Section 1001.
All representations and warranties of the Seller contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of two (2) years after the Closing Date; provided, however, that the Fundamental and Statutory Representations shall survive until the expiration of the applicable statute of limitations.
The parties acknowledge that the Cap does not apply to Losses or Actions arising out of or relating to breaches by Seller or the Company of any Fundamental Representations, Statutory Representations, and, with respect to Buyer, the Company, or Seller, fraud or intentional misrepresentation.
Notwithstanding the foregoing, the Cap shall not apply to (x) any intentional breach by Seller of any representation or warranty, (y) any material misrepresentation or material breach of, or material omission from, the Fundamental Representations or the Statutory Representations, or (z) any intentional misconduct or fraud by Seller.
In addition to the foregoing limits, the Company Holders’ aggregate indemnification obligations to the Purchaser for any liability with respect to the matters in Schedule 9.2 alone shall not exceed the limits set forth therein, and no Company Holder shall be obligated to indemnify the Purchaser in an amount which exceeds such Company Holder’s Indemnity Share of the Indemnification Cap, except for breaches of Fundamental Representations or Statutory Representations or fraud of the Company Holders.
More Definitions of Statutory Representations
Statutory Representations has the meaning set forth in Section 6(a)(i).
Statutory Representations means the representations and warranties contained in Section 3.8 (Tax).
Statutory Representations means the representations and warranties in Section 3.15 (Employee Benefit Matters), Section 3.17 (Tax Returns and Payments), and Section 3.24 (Environmental Matters).
Statutory Representations means the representations and warranties set forth in Section 3.12 (“Intellectual Property”), Section 3.19 (“Environmental Matters”), Section 3.20 (“Employee Benefit Matters”), Section 3.22 (“Taxes”), and Section 3.27 (“Government Contract Matters”).
Statutory Representations means the Company’s representations and warranties set forth in Sections 3.1(j), 3.1(l) and 3.1(ii). “Stock Certificates” has the meaning set forth in Section 2.3(a)(i). “Subscription Amount” has the meaning set forth in Section 2.1. “Subsidiary” means any Person in which the Company, directly or indirectly, owns or Controls sufficient capital stock, equity or a similar interest such that it is consolidated with the Company in the financial statements of the Company. “Subsidiary Securities” means any shares of capital stock or other equity securities of any Subsidiary of the Company, any options, warrants or other rights to acquire any shares of capital stock or other equity securities of any Subsidiary of the Company and any other securities convertible into or exercisable or exchangeable for (or entitling the holder thereof to subscribe for) any shares of capital stock or other equity securities of any Subsidiary of the Company. “Tax” or “Taxes” means (i) any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Authority and (ii) any liability in respect of any items described in clause (i) above payable by reason of contract, assumption, transferee or successor liability, operation of law, Treasury Regulations Section l.1502-6(a) (or any predecessor or successor thereof or analogous or similar provisions of Law) or otherwise. “Tax Return” means any return, declaration, report or similar statement required to be filed with respect to any Tax (including any attached schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax. “Third Party Claim” has the meaning set forth in Section 4.7(b). “Transfer Agent” means ▇▇▇▇▇ Fargo Shareowner Services, St. ▇▇▇▇, Minnesota, in its capacity as transfer agent for the Company, or any successor transfer agent for the Company. “Transaction Documents” has the meaning set forth in the Preamble. “Treasury” means the U.S. Department of the Treasury. “Unaudited Financial Statements” has the meaning set forth in Section 3.1(i).
Statutory Representations means the representations and warranties made in Section 2.17 (Tax Matters), Section 2.19 (Employee Benefit Plans; ERISA), Section 2.21 (Environmental Matters), Section 3.7 (Corporation Stockholder) and Section 3.8 (Seller Taxes). “Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which: (a) if a corporation, a majority of the total voting power of equity entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes of the Agreement, a Person(s) will be deemed to have a majority ownership interest in a corporation, limited liability company, partnership, association or other business entity if such Person(s) is allocated a majority of such entity’s gains or losses, or such Person(s) is in Control of such entity. Unless the context requires otherwise, each reference to a Subsidiary will be deemed to be a reference to a Subsidiary of the Company. “Target Working Capital” means Three Million Five Hundred Thousand Dollars ($3,500,000.00). “Tax” means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing; it being understood that the foregoing will include any transferee or secondary liability for a Tax and any liability assumed or arising as a result of being, having been, or ceasing to be a member of any Affiliated Group (or being included or required to be included in any Tax Return relating thereto) or as a result of any Tax indemnity, Tax sharing, Tax allocation or similar Contr...
Statutory Representations has the meaning set forth in Section 5.1.