Company Fundamental Representations definition

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).

Company Fundamental Representations means the representations and warranties of the Company set forth in Section 4.1 (Corporate Existence and Power), Section 4.2 (Authorization), Section 4.5(a) and Section 4.5(c) (Capitalization) and Section 4.24 (Finders’ Fees).

Company Fundamental Representations means the representations and warranties of the Company set forth in Sections 3.1(a), 3.1(b), 3.2, 3.3, 3.4 and 3.20.

Examples of Company Fundamental Representations in a sentence

• The representations and warranties set forth in Article III, Article IV and Article V shall terminate and expire on the date that is twelve (12) months following the Closing Date, except that the Company Fundamental Representations, Parent Fundamental Representations and Carlyle Fundamental Representations shall survive indefinitely.

• The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date).

• The representations and warranties of the Parties, other than (a) the Company Fundamental Representations, (b) the Parent Fundamental Representations, (c) the Seller Parties’ and the Company’s representations and warranties contained in Section 3.21 relating to tax matters, or (d) claims involving Fraud, shall not survive the Closing.

• Notwithstanding anything contained herein to the contrary, the limitation contained in this Section 9.5(a)(i) shall not apply to claims based on inaccuracies in or breaches of any of the Company Fundamental Representations, or claims based on any matter set forth in Sections 9.3(a)(ii) through (ix).

• Buyer, on behalf of itself and the other Buyer Indemnified Parties, acknowledges and agrees that except with respect to Fraud and breaches by the Company of the Company Fundamental Representations or breaches by TopCo of the TopCo Fundamental Representations, recovery from the Holdback Consideration shall be the sole and exclusive remedy for Indemnified Company Representation Losses and Indemnified TopCo Representation Losses hereunder.

More Definitions of Company Fundamental Representations

Company Fundamental Representations means the representations and warranties of the Company set forth in Sections 2.1 (Due Organization; Subsidiaries), 2.3 (Authority; Binding Nature of Agreement), 2.6(a) and (c) (Capitalization) and 2.20 (No Financial Advisors).

Company Fundamental Representations has the meaning specified in Section 9.2(a).

Company Fundamental Representations means the representations and warranties of the Company set forth in Sections 4.1(a), 4.1(b), 4.4 and 4.24.

Company Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization and Good Standing), Section 4.2 (Authority and Enforceability), Section 4.5 (Capitalization), Section 4.6(a) (Subsidiaries), Section 4.10 (Taxes), Section 4.12 (Intellectual Property) (other than Section 4.12(g) (IIA), Section 4.12(t) (Government Funding) and Section 4.12(u) (Encryption and other Restricted Technology)) and Section 4.24 (Brokers and Finders).

Company Fundamental Representations means the representations and warranties made pursuant to the first and second sentences of Section 4.1 (Company Organization), the first and second sentences of Section 4.2 (Subsidiaries), Section 4.3 (Due Authorization), Section 4.6 (Capitalization of the Company), Section 4.7 (Capitalization of Subsidiaries) and Section 4.16 (Brokers’ Fees).

Company Fundamental Representations means the representations and warranties set forth in Section 5.1, Section 5.5, Section 5.6 and Section 5.28.

Company Fundamental Representations means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).