Company Fundamental Representation definition

Company Fundamental Representation means any of the representations and warranties contained in Section 4.1 (Organization, Standing and Power), Section 4.3 (Capital Structure), Section 4.4 (Authority; Noncontravention), ** ** and Section 4.16 (Taxes).
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Company Fundamental Representation has the meaning set forth in Section 8.01.
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Company Fundamental Representation means, with respect to the Company, those ‎representations and warranties in Section 2.1 (Organizational Status; Authorization), Section ‎‎2.2(a)(i) (No Conflicts; Consent and Approvals), Section 2.3 (Capitalization of the ‎Company) and Section 2.16 (Brokers).‎
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Examples of Company Fundamental Representation in a sentence

  • Notwithstanding the foregoing, the Threshold Amount shall not apply to any indemnification claims against the Company Stockholders or Parent arising out of or related to a breach of any Company Fundamental Representation or Parent Fundamental Representation, respectively.

  • If the Merger is consummated, each of the Company Fundamental Representations shall survive the Effective Time and remain in full force and effect until 5 p.m. Eastern Time on the date that is 30 days after the statute of limitations applicable to such Company Fundamental Representation expires.

  • Except as a result of Fraud or a breach of any Company Fundamental Representation, in no event shall the Stockholders’ aggregate liability to indemnify the Parent Indemnified Persons for any Losses pursuant to Section 5.1(a)(i) exceed the Indemnity Escrow Amount.

  • Notwithstanding anything herein to the contrary, neither the De Minimis Claim limitation nor the Deductible shall apply to Losses to the extent such Losses arise from Fraud or a breach of any Company Fundamental Representation, and, for the avoidance of doubt, shall not apply in any claim for indemnification pursuant to Section 5.1(a)(ii), Section 5.1(a)(iii), Section 5.1(a)(iv), or Section 5.1(a)(v).

  • Other than with respect to Losses which were the result of fraud, a breach of a Company Fundamental Representation or a breach of a JAC Fundamental Representation, the maximum amount the Indemnified Parties shall be entitled to recover in the aggregate with respect to any and all Indemnifiable Claims shall be $7,200,000.

  • 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.

  • The project report submitted shall be jointly evaluated by the internal guide and external examiner by conducting viva voce and marks will be awarded.Core Elective –II15CC26A ENTERPRISE RESOURCE PLANNING Semester IV Learning Objective:To impart the knowledge on integrated process and Informationsystem.

  • If the Merger is consummated, recovery from the Escrow Cash shall be the sole and exclusive remedy under this Agreement with respect to Claims pursuant to Section 11.2(a) or (b), except in the case of a breach of a Company Fundamental Representation, Fraud by the Company under this Agreement or equitable remedies.

  • The limitations on the Selling Parties’ indemnification obligations in this Section 11.04(a) shall not apply to Claims for indemnification by any Buyer Indemnitee in respect of the inaccuracy or breach of any Seller Fundamental Representation, Company Fundamental Representation or the representations and warranties set forth in Section 4.17 (Tax Matters).

  • IT IS AN13 AMAZING PROGRAM THAT BRINGS TOGETHER COMMUNITIES EVERY DAY OF14 THE WEEK.


More Definitions of Company Fundamental Representation

Company Fundamental Representation has the meaning set forth in 0.
Sample 1
Company Fundamental Representation means the representations and warranties of the Company set forth in Section 4.4 (Consideration Spreadsheet), Section 5.1 (Corporate Existence and Power), Section 5.2 (Authorization), Section 5.4 (Non-Contravention), Section 5.5 (Capitalization), Section 5.6 (Subsidiaries), Section 5.18 (Intellectual Property), and Section 5.27 (Finders’ Fees).
Sample 1

Related to Company Fundamental Representation

  • 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).

  • 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 Representation has the meaning set forth in Section 9.1.

  • 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).

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

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

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

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

  • 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.

  • 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 Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

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

  • 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).

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

  • 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.

  • 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.

  • 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.

  • 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.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Fundamental research means basic and applied research in science and engineering, the results of which ordinarily are published and shared broadly within the scientific community, as distinguished from proprietary research and from industrial development, design, production, and product utilization, the results of which ordinarily are restricted for proprietary or national security reasons.

  • 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.

  • 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’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

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