Seller Fundamental Representations definition

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).

Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

Seller Fundamental Representations has the meaning set forth in Section 7.1.

Examples of Seller Fundamental Representations in a sentence

• The Seller Fundamental Representations will be true and correct in all material respects as of the Closing Date, as if made as of such time (except to the extent that such representations and warranties expressly speak as of another date, in which case such representations and warranties will be true and correct as of such date).

• The aggregate amount required to be paid by an Indemnifying Person to the Purchaser Indemnified Parties under Section 8.2(a) (other than for breaches of Seller Fundamental Representations) or for a Mortgage Representation Breach (other than for breaches of Section 4.01 or 4.02 of the Security and Mortgage Agreement) shall not exceed $23,000,000.

• The Seller Fundamental Representations in this Agreement shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date).

• 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.

• Health, mental health, and medical services partners coordinating in a regional response will use RICCS to facilitate communication and coordination of information and response to a regional incident or regional emergency.

More Definitions of Seller Fundamental Representations

Seller Fundamental Representations has the meaning set forth in Section 10.1.

Seller Fundamental Representations means the representations and warranties set forth in Section 3.1, Section 3.2(a), Section 3.3(a), Section 3.3(b), Section 3.3(c), Section 3.4(a), Section 3.4(b), Section 3.4(e), Section 3.9(a), Section 3.9(c) and Sections 3.13(b)(i) and (ii).

Seller Fundamental Representations means the representations and warranties of Seller set forth in Sections 4.1(a), 4.1(b), 4.1(c), 4.1(d)(i), 4.9 and 4.10.

Seller Fundamental Representations means the representations and warranties in Section 3.1 (Organization, Etc.), Section 3.2 (Authority Relative to this Agreement, Etc.), Section 3.3 (Capitalization), Section 3.4(a) (Absence of Conflicts with Organizational Documents), Section 3.16(a) (Title to Assets) and Section 3.17 (Brokers and Finders).

Seller Fundamental Representations means the representations and warranties of Seller contained in Sections 4.01, 4.02, those portions of Section 4.12 relating to title to the Transferred Assets, those portions of Section 4.13 relating to title to Scheduled Intellectual Property, and the first sentence of Section 4.18.

Seller Fundamental Representations means the representations and warranties of Seller contained in Sections 5.1, 5.2 and 5.15.

Seller Fundamental Representations means the representations and warranties set forth in Section 2.1, Section 2.2, Section 2.3, Section 2.5, Section 2.6 and Section 2.7.