Fundamental Representations. “Fundamental Representations” means: (a) the representations and warranties set forth in Sections 3.2, 3.4, 3.5 (other than Sections 3.5(a)(iii) and 3.5(h)(ii)), 3.13 and 3.15; and (b) the representations and warranties set forth in the Seller Closing Certificate to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified in clause “(a)” of this definition.
Fundamental Representations. Section 18.2.4 of the Original Agreement shall be amended and restated in its entirety as set forth below.
Fundamental Representations. “Fundamental Representations” shall mean the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.4(a), 2.5, 2.6, 3.1(a), 3.3, 3.9, 3.12(a) and 3.14.
Fundamental Representations. “Fundamental Representations” has the meaning set forth in Section 7.1.
Fundamental Representations. Notwithstanding anything to the contrary contained in Section 10.1(a), the Company Fundamental Representations and the Purchaser Fundamental Representations shall survive the Closing indefinitely.
Fundamental Representations. Notwithstanding Section 6.10(b)(i), the representations and warranties contained in each of Section 3.1 (Organization and Qualification), Section 3.2 (Authority Relative to this Agreement; Non-Contravention), Section 3.3 (No Conflicts), Section 3.4 (Capitalization), Section 3.7 (Brokers or Finders), Section 3.8 (Tax Matters), and Section 3.16 (Environmental Matters) (collectively, the “Xxxxx Fundamental Representations”) shall survive in perpetuity following the Closing (the “Fundamental Survival Period”).
Fundamental Representations. Notwithstanding anything to the contrary contained in Section 10.1(a), but subject to Section 10.1(d), the Fundamental Representations shall survive until 30 days after the earlier of (i) six (6) years following the Closing Date and (ii) the expiration of the applicable statute of limitations; provided, however, that if, at any time on or prior to the such expiration date, any Parent Indemnitee delivers to the Securityholders’ Agent a Claim Notice in accordance with Section 10.5 alleging the existence of an inaccuracy in or a breach of any Fundamental Representations and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the such expiration date until such time as such claim is fully and finally resolved.
Fundamental Representations. Sections 2(i), 2(ii), 2(iii), 2(iv), 2(v) (with respect to clause (A) of the first sentence only), and 2(vii) in each Convertible Note Cancellation Agreement b.
Fundamental Representations. 92 Future RSUs.............................................. 87
Fundamental Representations. Notwithstanding anything to the contrary contained in Section 10.1(a), but subject to Section 10.1(c), (i) the Company Core IP Representations shall survive the Closing until 11:59 pm (Eastern time) on the third anniversary of the Closing Date and (ii) the Company Fundamental Representations shall survive until the thirtieth (30th) day following the expiration of the longest statute of limitations applicable to the subject matter thereof; provided, however, that if, at any time on or prior to the expiration of all applicable statutes of limitation referred to in this sentence, any Buyer Indemnified Party delivers a written notice in accordance with the terms hereof, alleging the existence of an inaccuracy in or a breach of any Company Fundamental Representation and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable expiration date until such time as such claim is fully and finally resolved.
