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” 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. “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. 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 “SWS Fundamental Representations”) shall survive in perpetuity following the Closing (the “Fundamental Survival Period”).
Fundamental Representations. “Fundamental Representations” shall have the meaning set forth in Section 11.1(a) hereof.
Fundamental Representations. Sections 2(i), 2(ii), 2(iv), 2(v), 2(vi) (with respect to clause (A) of the first sentence only), and 2(viii) in each Option Cancellation Agreement b.
Fundamental Representations. Notwithstanding anything to the contrary contained in Section 10.1(a), but subject to Sections 10.1(f) and 11.2, the Fundamental Representations (other than the Fundamental Representations referred to in Section 10.1(b)) shall survive the Closing until 11:59 p.m. (California time) on the [***] (such time on such date, the “Extended Expiration Time”); provided, however, that if, at any time prior to the Extended Expiration Time, the Purchaser delivers to the Seller a Claim Notice alleging in good faith the existence of an inaccuracy in or a breach of any Fundamental Representation (other than any Fundamental Representation referred to in Section 10.1(b)) and asserting a claim under Section 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such Claim Notice shall survive the Extended Expiration Time until such time as such claim is fully and finally resolved in accordance with the terms of this Agreement.
Fundamental Representations. Notwithstanding anything to the contrary contained in Section 4.1(a), but subject to Section 4.1(d), the Fundamental Representations shall survive the Effective Time until 30 days after the expiration of the statute of limitations applicable thereto (including any extensions thereof); provided, however, that if, at any time prior to the applicable expiration date referred to in this sentence, any Indemnitee delivers to the Stockholders’ Agent a written notice alleging the existence of an inaccuracy in or a breach of any such Fundamental Representations and asserting a claim for recovery under Section 4.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Termination Date until such time as such claim is fully and finally resolved.
Fundamental Representations. “Fundamental Representations” shall mean the following representations: Sections 2.1(a) and 2.1(b) (Due Organization), Section 2.3 (US Company Capitalization), Section 2.4 (Canadian Company Capitalization), Section 2.15 (Tax Matters), Sections 2.21(a) and 2.21(b) and 2.21(c) (Authority), Section 2.28 (Brokers), and Section 2.29 (Selling Parties).
