Acquiror Fundamental Representations definition

Acquiror Fundamental Representations means the representations and warranties made pursuant to the first and second sentences of Section 5.1 (Company Organization), Section 5.2 (Due Authorization.) and Section 5.12 (Capitalization of Acquiror.).

Acquiror Fundamental Representations means the representations and warranties contained in Section 5.1(a) (Organization), Section 5.2 (Validity of Agreement; Authorization) and Section 5.5 (Brokers).

Acquiror Fundamental Representations has the meaning set forth in Section 9.4(c).

Examples of Acquiror Fundamental Representations in a sentence

• The representations and warranties set forth in Article III (other than the Seller Fundamental Representations), Article IV and Article V (other than the Acquiror Fundamental Representations) shall terminate at the Closing.

• For purposes of determining whether the threshold set forth in clause (iii) of this Section 10.03(b) has been met or exceeded, any amount paid by the Acquiror for Losses pursuant to Section 10.03(a)(i), other than any Losses in respect of the inaccuracy or breach of any Acquiror Fundamental Representations, shall be taken into account.

• Each of the Acquiror Fundamental Representations shall be true and correct as of the date of this Agreement and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date and other than de minimis inaccuracies with respect to the Acquiror or Parent).

• The aggregate amount of indemnification payments made to all Transferor Indemnified Parties in respect of Losses pursuant to Section 10.3(a)(i) (other than Losses arising out of or in connection with, or resulting from, the inaccuracy or breach of any Acquiror Fundamental Representations) shall not, individually or in the aggregate, exceed the Indemnification Cap.

• The representations and warranties set forth in Article III (other than Seller Fundamental Representations) and Article VI (other than the Acquiror Fundamental Representations) shall survive until the later of (i) one year from the Closing Date and (ii) 60 days following delivery of the report of independent registered public accounting firm of the MLP for the year ended December 31, 2018.

More Definitions of Acquiror Fundamental Representations

Acquiror Fundamental Representations means the representations and warranties made in Section 4.01, Section 4.02, Section 4.03(a) and Section 4.16.

Acquiror Fundamental Representations means the representations and warranties made in Section 4.01 (Incorporation, Qualification and Authority of the Acquiror) and Section 4.07 (Brokers).

Acquiror Fundamental Representations means the representations and warranties set forth in Section 5.1 (Corporate Organization of the Acquiror), Section 5.2 (Due Authorization by the Acquiror), Section 5.9 (Issuance of Securities), Section 6.1 (Corporate Organization of Parent), Section 6.2 (Due Authorization of Parent), and Section 6.5 (Issuance of Shares).

Acquiror Fundamental Representations means the representations and warranties made pursuant to the first and second sentences of Section 5.1 (Company Organization), Section 5.2 (Due Authorization), Section 5.12 (Capitalization of Acquiror) and Section 5.13 (Brokers’ Fees).

Acquiror Fundamental Representations means the representations and warranties set forth in Section 4.1, (Organization and Qualification), Section 4.2 (Authority), Section 4.3 (No Violations), Section 4.4 (Brokers) and Section 4.6 (Capitalization of the Acquiror Parties).

Acquiror Fundamental Representations means the representations and warranties of Company set forth in paragraphs (a), (c)(i)(A), (f) and (m) of Schedule D and the first sentence of paragraph (b) of Schedule D; "Acquiror SEC Reports" has the meaning ascribed thereto in paragraph (h) of Schedule D;

Acquiror Fundamental Representations has the meaning set forth in Section 9.1(c)(ii). [****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. “Acquiror Indemnified Person” and “Acquiror Indemnified Persons” have the meanings set forth in Section 9.1(a).