Fundamental Representations and Warranties definition

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

Fundamental Representations and Warranties shall have the meaning set forth in Section 8.1.

Fundamental Representations and Warranties means those representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Capital Stock), Section 4.4 (Subsidiaries), [****], Section 4.14 (Tax Returns; Taxes), Section 4.15 (Company Benefit Plans), Section 4.19 (Environmental, Health and Safety Matters), Section 4.25 (Brokers, Finders and Investment Bankers), Section 5.1 (Organization), Section 5.2 (Authorization) and Section 5.6 (Brokers, Finders and Investment Bankers).

Examples of Fundamental Representations and Warranties in a sentence

• Term 1: LEVEL I & II If a student receives three (3) or more Needs Improvement (NI’s) for any clinical criteria, this will result in an Unsatisfactory (U) for that criteria at the end of the clinical rotation.

• Notwithstanding the foregoing sentence, the Fundamental Representations and Warranties shall not be subject to the Deductible.

• Notwithstanding the foregoing, the Threshold Amount and the Indemnification Cap will not apply to (i) any claims that relate to a breach or inaccuracy of the Fundamental Representations and Warranties (which claims will be capped at the Purchase Price), or (ii) any claims resulting from, arising out of, relating to or in the nature of, or caused by intentional misrepresentations or fraud by a Seller Party (which claims will not be capped).

• Except in the case of claims of Fraud, no Shareholder shall have any liability to the Parent Indemnified Parties under Section 9.1(a) (other than with respect to the Fundamental Representations and Warranties) until the aggregate amount of all Damages exceeds $1,050,000 (the “Deductible”), and then only to the extent such Damages exceed the Deductible.

• Arbutus Fundamental Representations and Warranties means those representations and warranties of Arbutus in Section 4.1(a) (Due Organization, Good Standing and Corporate Power), Section 4.1(b) (Authorization), Section 4.1(e) (Title and Ownership of Genevant Shares),Section 4.1(f) (Title and Ownership), Section 4.1(k)(ii) (Title to Intellectual Property), Section 4.1(n) (Tax Matters) and Section 4.1(o) (Brokers).

More Definitions of Fundamental Representations and Warranties

Fundamental Representations and Warranties shall have the meaning set forth in Section 11.1(a).

Fundamental Representations and Warranties means the representations and warranties set forth in (i) Exhibit 4.1 and (ii) Sections 1 to 3 of Exhibit 4.2.

Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1 (Status of Seller and the Company), 3.2 (Authority; Enforceability), 3.3 (Ownership of Membership Interests; Capitalization), 3.12 (Taxes), Section 3.23 (Brokers’ Fees), 4.1 (Status of Buyer), 4.2 (Authorization; Enforceability), 4.5 (Brokers’ Fees), and 4.8 (Solvency).

Fundamental Representations and Warranties has the meaning set forth in §8(a).

Fundamental Representations and Warranties means the representations and warranties set forth in Sections 3.1 through and including 3.3, and set forth in Section 3.15(b) of this Agreement.

Fundamental Representations and Warranties means the representations and warranties in Sections 5.1, 5.2, 5.3, 5.4, 5.18, 6.1, 6.2, 6.3 and 6.4 of this Agreement.

Fundamental Representations and Warranties means the representations and warranties by the Seller as contained in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.06 and Section 3.07.