Buyer Fundamental Representation definition

Buyer Fundamental Representation has the meaning set forth in Section 7.01.
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Buyer Fundamental Representation means the representations and warranties contained in Section 5.1, Section 5.2 and Section 5.12.
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Buyer Fundamental Representation means each representation set forth in Section 4.2 and Section 4.6.
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Examples of Buyer Fundamental Representation in a sentence

  • Except with respect to any claims for indemnification for Buyer’s breach of any Buyer Fundamental Representation, Seller Indemnified Parties will not be entitled to indemnification under Section 9.3.1(a)(i) unless and until aggregate Losses for which indemnification would otherwise be available under Section 9.3.1(a)(i) exceed the Deductible, at which point indemnification shall be available to the Buyer Indemnified Parties under Section 9.3.1(a)(i) only for those Losses in excess of the Deductible.

  • The limitations of this Section 10.3(a) shall not apply to any claim for indemnification related to or arising from a misrepresentation in or breach of a Company Fundamental Representation, Seller’s Fundamental Representation, or Buyer Fundamental Representation.

  • Buyer will not be required to indemnify any Seller Indemnified Party under Section 11.2(b)(ii) for any individual claim (or one or more related claims) unless and until the Losses relating to such claim (or one or more related claims) for which Buyer would otherwise be required to indemnify the Seller Indemnified Parties (the “Seller Covered Losses”) exceed $250,000; provided, that the foregoing limitation will not apply to a breach of a Buyer Fundamental Representation.

  • The aggregate liability of the Buyer under Section 9.3(i) shall be limited to $50,000,000 (the Buyer Cap); provided, however, any liability of the Buyer in respect of any inaccuracy or breach of a Buyer Fundamental Representation shall not be subject to the Buyer Cap, and any Losses arising out of or resulting from any such inaccuracy or breach of a Buyer Fundamental Representation shall not be included in the calculation of the Buyer Cap.

  • Notwithstanding anything to the contrary set forth herein, none of the Deductible, the Cap nor the De Minimis Claim Threshold shall apply to any claim involving Losses to the extent arising out of or relating to a breach of any Buyer Fundamental Representation.

  • The aggregate liability of the Buyer under S ection 9.3(i) shall be limited to $50,000,000 (the Buyer Cap); provided, h owever, any liability of the Buyer in respect of any inaccuracy or breach of a Buyer Fundamental Representation shall not be subject to the Buyer Cap, and any Losses arising out of or resulting from any such inaccuracy or breach of a Buyer Fundamental Representation shall not be included in the calculation of the Buyer Cap.

  • Except for indemnifiable Losses in respect of any inaccuracy in or breach of a Buyer Fundamental Representation, the maximum aggregate amount of indemnifiable Losses payable by any Buyer under Section 9(a)(iii) to the Company and the Sellers in respect of all Claims made thereunder shall not exceed fifty percent (50%) of such Buyer’s Purchase Price.

  • Notwithstanding the foregoing, the Indemnification Cap will not apply to (i) any fraud or willful misconduct of Arcade or Bioplan; (ii) any fraud or willful misconduct of Buyer (iii) any Taxes for which either Arcade or Buyer is liable under Sections 6.2(b) and 6.3(b), respectively; or (iv) any breach of an Arcade Fundamental Representation by Arcade or Bioplan or the Buyer Fundamental Representation by Buyer.

  • The limitations on the indemnification obligations of the Buyer set forth in Section 9.3(b) shall not apply to any inaccuracy in or breach of any Buyer Fundamental Representation.

  • Buyer Fundamental Representation as of the date hereof or as of the Closing, or (ii) representation or warranty made by Buyer in Article V of this Agreement (other than any Buyer Fundamental Representation) as of the date hereof or as of the Closing, (2) any failure by Buyer prior to the Closing Date to perform or comply with any covenant or agreement of Buyer contained in this Agreement, and (3) fraud of Buyer.


More Definitions of Buyer Fundamental Representation

Buyer Fundamental Representation means the representations and warranties set forth in Sections 5.01, 5.03, 5.04 and 5.08.
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Buyer Fundamental Representation shall have the meaning assigned thereto in Section 4.1.
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Buyer Fundamental Representation means each of the representations and warranties of Buyer set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Authorization; Binding Effect), Section 5.3 (Non-Contravention; Consents), Section
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Related to Buyer Fundamental Representation

  • Buyer Fundamental Representations means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Corporate Authorization), Section 5.3 (Binding Effect), Section 5.4 (Capitalization) and Section 5.16 (Brokers’ Fees).

  • 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).

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Parent Fundamental Representations means the representations and warranties of Parent and Merger Sub set forth in Sections 3.1(a) (Due Organization; Subsidiaries), 3.3 (Authority; Binding Nature of Agreement), 3.4 (Vote Required) and 3.18 (No Financial Advisors).

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Additional Representation has the meaning specified in Section 3.

  • Special Representations has the meaning set forth in Section 8.1.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Investment Representation Letter As defined in Section 5.02(b).