Member Fundamental Representations definition

Member Fundamental Representations means the representations and warranties of the Member set forth in Section 3.01, Section 3.02, Section 3.04(a), Section 3.04(b), Section 3.08 and Section 3.20.
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Member Fundamental Representations means, collectively, the representations and warranties contained in Article II (Representations and Warranties of Each Member), Section 3.1 (Authorization; Enforceability), Section 3.2 (Subsidiaries), Section 3.3 (Capitalization; Indebtedness; Net Working Capital; Cash), Section 3.14 (Brokers’, Finders’ Fees, etc.), and the certifications contained in the Members’ Closing Certificate; provided, that (i) the certifications contained in the Members’ Closing Certificate relating to the Closing Calculations and the Closing Cash Balance will not be deemed inaccurate or breached with respect to Net Working Capital if the Net Working Capital as of Net Working Capital Measurement Time is equal to or exceeds the Normalized Net Working Capital Target Amount and with respect to the Closing Cash Balance if the Company Cash as of the Closing Cash Reference Time is equal to or exceeds the Normalized Cash Balance Target Amount, and (ii) the certifications in Members’ Closing Certificate required to be included in the Members’ Closing Certificate pursuant to Section 6.9(c) and Section 6.9(d) will not constitute Member Fundamental Representations.
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Member Fundamental Representations means the representations and warranties made pursuant to the first and second sentences of Section 3.1 (Due Authorization), Section 3.4 (Ownership of Equity), Section 4.1 (Company Organization), Section 4.2 (Subsidiaries), Section 4.5 (Capitalization of the Company), Section 4.6(a) (Capitalization of Subsidiaries), and Section 4.30 (Brokers’ Fees).
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Examples of Member Fundamental Representations in a sentence

  • Notwithstanding anything to the contrary contained in Section 9.01(a), the Member Fundamental Representations shall survive the Effective Time until sixty (60) days after the expiration of all applicable statutes of limitation (taking into account extensions thereof); provided, that, to the extent any of the foregoing survival periods is limited by Section 8106(c) of Title 10 of the Delaware Code, such survival period will be limited to the maximum period permitted by such section.

  • Except in the case of breaches of any of the Selling Parties Fundamental Representations, the Member Fundamental Representations or Fraud and subject to the limitations set forth in this Article VIII, the Buyer Indemnified Parties shall only be entitled to recover the amount of any Losses from the Indemnity Holdback Note.

  • In the case of breaches of any of the Selling Parties Fundamental Representations, the Member Fundamental Representations or Fraud, the Buyer Indemnified Parties shall be entitled to recover the amount of any Losses first from the Indemnity Holdback Note, and second, to the extent the Indemnity Holdback Note has been depleted, directly from the Selling Parties, jointly and severally.

  • The limitations set forth in Section 9.03(a) shall not apply: (i) to any Fraud; (ii) to inaccuracies in or breaches of any of the Member Fundamental Representations or any of the representations or warranties set forth in Section 3.21; or (iii) to any of the matters referred to in Sections 9.02(a)(iii) through Section 9.02(a)(v), inclusive.


More Definitions of Member Fundamental Representations

Member Fundamental Representations means the representations and warranties of the Member set forth inSection 3.01, Section 3.02, Section 3.04(a), Section 3.04(b), Section 3.08 and Section 3.20.
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Member Fundamental Representations means the representations and warranties contained in Section 3.1.
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Related to Member Fundamental Representations

  • 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).

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • 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 Representations has the meaning set forth in Section 8.1.

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

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

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

  • 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).

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Additional Representation has the meaning specified in Section 3.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • 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.

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.