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.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Raptor Pharmaceutical Corp), Asset Purchase Agreement (Raptor Pharmaceutical Corp)
Fundamental Representations. “Fundamental Representations” meansshall mean: (a) the representations and warranties set forth in Sections 3.22.1, 3.42.3, 3.5 (other than Sections 3.5(a)(iii2.14, 2.20, 2.21(a), 2.21(b), 2.21(c) and 3.5(h)(ii)), 3.13 and 3.152.23 of the Agreement; and (b) the representations and warranties set forth in the Seller Closing Certificate Merger Consideration 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 definitionsentence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Yelp Inc)
Fundamental Representations. “Fundamental Representations” means: (a) means the representations and warranties set forth in Sections 3.2, 3.4, 3.5 Section 2.1 (other than Sections 3.5(a)(iiiDue Organization) and 3.5(h)(iiSection 2.3 (Title to Assets)), 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.
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