Buyer Fundamental Representation definition

Buyer Fundamental Representation has the meaning set forth in Section 7.01.
Sample 1Sample 2Sample 3
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 5.4 (Brokers), Section 5.5 (Valid Issuances of Shares; Capitalization), and Section 5.7 (Solvency).
Sample 1
Buyer Fundamental Representation means the representations and warranties set forth in Sections 5.01, 5.03, 5.04 and 5.08.
Sample 1

Examples of Buyer Fundamental Representation in a sentence

  • 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.

  • Buyer will not be required to indemnify the Seller Indemnified Parties under Section 11.2(b)(ii) unless the aggregate amount of all Seller Covered Losses incurred by the Seller Indemnified Parties exceeds $5,000,000, in which case Buyer will be required to indemnify the Seller Indemnified Parties for all Seller Covered Losses incurred by the Seller Indemnified Parties with respect to such breaches; provided that the foregoing limitation will not apply to a breach of a Buyer Fundamental Representation.

  • 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.

  • In addition, Buyer shall have no liability to Seller or any other Seller Indemnified Person for any breach of a representation or warranty by Buyer that is a Buyer Fundamental Representation to the extent that the aggregate amount of all Covered Liabilities attributable to any breach of the representations or warranties by Buyer to which the Seller Indemnified Persons have recovered under Section 11.1 exceeds the Adjusted Purchase Price.

  • In all circumstances, the maximum aggregate amount of Losses for which Buyer will be obligated to indemnify the Seller Indemnified Parties under Section 11.2(b)(ii) will be $100,000,000; provided that the foregoing limitation will not apply to a breach of a Buyer Fundamental Representation.

  • Other than for (A) any breach of a Seller Fundamental Representation or a Seller Special Representation, or a Buyer Fundamental Representation, respectively, or (B) any claim in respect of fraud, intentional misrepresentation or willful breach, the maximum aggregate liability of an Indemnifying Party under Section 7.2.1 or Section 7.3.1, as the case may be, will be limited to (i) the Buyer Indemnification Basket, or (ii) the Seller Indemnification Basket, respectively.

  • Except in the case of a breach of a Buyer Fundamental Representation, the aggregate amount of all payments made by Buyer in satisfaction of claims for indemnification pursuant to this Section 5(b)(ii)(A) shall not exceed $125,000 (the “Cap”); provided that in no event will Buyer be liable for Losses of the Company Group in an aggregate amount in excess of the Purchase Price.

  • The Buyer Deductible shall not apply in the case of Fraud or a breach or inaccuracy of any Buyer Fundamental Representation.

  • Notwithstanding the foregoing, the limitation set forth in this Section 8.4(b) shall not apply with respect to any Buyer Fundamental Representation or Fraud.


More Definitions of Buyer Fundamental Representation

Buyer Fundamental Representation means each representation set forth in Section 4.2 and Section 4.6.
Sample 1
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
Sample 1
Buyer Fundamental Representation shall have the meaning assigned thereto in Section 4.1.
Sample 1

Related to Buyer Fundamental Representation

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • 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 of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

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

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • 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; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Fundamental Reps means the representations and warranties set forth in (i) Section 2.1 (Organization, Standing and Power), (ii) Section 2.2(a) (Authority), (iii) Section 2.10 (Brokers), (iv) Section 2.11 (Title to Transferred Assets), (v) Section 3.1 (Organization, Standing and Power), (vi) Section 3.2(a) (Authority) and (vii) Section 3.4 (Brokers).

  • 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 means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • 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 Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • 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 means the representations and warranties mentioned in Clause 4 hereto;

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