Fundamental Rep definition

Fundamental Rep has the meaning set forth in Section 8.01.
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Fundamental Rep means any of the representations and warranties set forth in Section 11(a)(viii) (Power and Authorization), Section 11(a)(ix) (Authorization of Regulatory Authorities), Section 11(a)(x) (Noncontravention), Section 11(a)(xi)(Encumbrances), Section 11(a)(xii(a)) (Title), Section 11(a)(xviii) (Taxes) and Section 11(a)(xx) (No Brokers).
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Fundamental Rep has the meaning specified in Section 9.1(b)(i).
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Examples of Fundamental Rep in a sentence

  • From and after the Closing, Parent shall be indemnified and held harmless, severally and not jointly, by each Purchaser for and against any and all Losses, arising out of or resulting from: (i) the breach of any Fundamental Rep made by such Purchaser contained in this Agreement; or (ii) the breach of any covenant or agreement by such Purchaser contained in this Agreement.

  • Notwithstanding the foregoing, pursuing coverage under the R&W Insurance Policy is not a condition to a Buyer Indemnitee submitting a claim for a breach of any Company Fundamental Rep and tolling the Limitation Date with respect to such claim or initiating a claim against the applicable portion of the Indemnity Escrow Amount.

  • No delay or failure in providing such Officer’s Claim Certificate prior to the Survival Date, Fundamental Rep Survival Date or Specific Indemnity Survival Date, as applicable, shall affect a Buyer Indemnified Party’s rights hereunder, unless the Sellers’ Representative demonstrates actual material damage caused by such delay or failure to the Seller Indemnifying Parties, and then only to the extent thereof.

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  • In no event shall Seller have aggregate liability in excess of [***] for indemnification under Section 5.1.1(a) and Section 5.1.2(a); provided, however, that (x) the foregoing limitations on indemnification under this Section 5.3.1 shall not apply to breaches of any Fundamental Rep and (y) Seller shall not have liability for indemnification hereunder and under the License Agreement for any amount exceeding, in the aggregate, [***].

  • In the case of any Fundamental Rep Claims or claims pursuant to clauses (ii) through (vii) of Section 7.3(a) (collectively, “Special Claims”), Damages arising or resulting therefrom that are indemnifiable hereunder may be recovered, at the election of the Acquirer Indemnified Person, from the Indemnity Fund, as an offset against any Milestone Payment not yet paid, and/or directly from the Sellers in accordance with their respective Pro Rata Shares of the amount of any Damages resulting therefrom.

  • Except in the case of claims for actual fraud or breach of any Fundamental Rep: (a) the Parties acknowledge and agree that the foregoing indemnification provisions in the ARTICLE VIII shall be the exclusive remedy of the Indemnified Parties with respect to the transactions contemplated by this Agreement, and (b) the Purchaser agrees that its right to indemnification pursuant to this ARTICLE VIII shall be limited solely and exclusively to the Escrow Amount.

  • Notwithstanding the foregoing, no Basket Amount shall apply to (i) a Claim for a breach of a Fundamental Rep, (ii) a Covered Party’s Claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, and (iii) any Claim for indemnification under Sections 9.2(a)(ii) though 9.2(a)(iv), Section 9.2(b) or Sections 9.2(c)(ii) through 9.2(c)(iv).

  • Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Buyer Fundamental Rep or fraud) in excess of an amount equal to the General Escrow Amount.

  • Except (i) in the case of intentional misrepresentation or fraud, (ii) with respect to indemnification obligations pursuant to Section 5.2(b)(ii), and (iii) in the case of a breach of a Parent Fundamental Rep, the total amount of indemnification payments that Parent can be required to make to the Stockholder Indemnitees pursuant to this Article 5 shall be limited to 25% of the Merger Consideration (the “Parent Cap”).

Related to Fundamental Rep

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

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

  • Parent Fundamental Representations means the representations and warranties of Parent and Merger Sub set forth in Sections 3.1(a) (Due Organization; Subsidiaries), 3.3 (Authority; Binding Nature of Agreement), 3.4 (Vote Required) and 3.18 (No Financial Advisors).

  • Buyer Fundamental Representations means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Corporate Authorization), Section 5.3 (Binding Effect), Section 5.4 (Capitalization) and Section 5.16 (Brokers’ Fees).

  • 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).

  • 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).

  • 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).

  • Fundamental research means basic and applied research in science and engineering, the results of which ordinarily are published and shared broadly within the scientific community, as distinguished from proprietary research and from industrial development, design, production, and product utilization, the results of which ordinarily are restricted for proprietary or national security reasons.

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

  • Fundamental Change Purchase Price has the meaning specified in Section 5.01(a).

  • Fundamental Change Expiration Time shall have the meaning specified in Section 16.02(b)(ix).

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Fundamental Change Purchase Date has the meaning specified in Section 8.01(a).

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Fundamental Transaction means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Fundamental Change Notice has the meaning specified in Section 8.02(a).

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).