Company Fundamental Reps definition

Company Fundamental Reps means, collectively, those representations and warranties contained in (i) the first, second and third sentences of Section 4.01 (Organization and Organizational Power), (ii) the first and last sentence of Section 4.03 (Authorization; No Breach; Valid and Binding Agreement), and (iii) all of Section 4.04 (Capitalization).
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Company Fundamental Reps means Section 3.1 (Organization and Corporate Power); Sections 3.2(a)-(b) (Capitalization); Section 3.3 (Authority; Execution and Delivery; Enforceability) and Section 3.24 (Broker’s Fees).
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Company Fundamental Reps has the meaning set forth in Section 8.1.
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Examples of Company Fundamental Reps in a sentence

  • Except in the case of any inaccuracy or breach of any Company Fundamental Reps or Purchaser Fundamental Reps, the cumulative indemnification obligation of (x) the Company under Section 4.7(a) shall in no event exceed 10% of the Investment Amount and (y) Purchaser under Section 4.7(b) shall in no event exceed 10% of the Investment Amount.

  • In the case of any inaccuracy or breach of any Company Fundamental Reps or Purchaser Fundamental Reps, the cumulative indemnification obligation of (x) the Company under Section 4.7(a) shall in no event exceed the Investment Amount and (y) Purchaser under Section 4.7(b) shall in no event exceed the Investment Amount.

  • Seller’s maximum aggregate liability for Losses under Section 10.2(b)(i) (other than with respect to Losses from a breach of any Company Fundamental Reps or Fraud), will not exceed an amount equal to $2,125,000.

  • Seller will not have any obligation under Section 10.2(b)(i) (other than with respect to Losses from a breach of any Company Fundamental Reps), unless and until the aggregate amount of Losses for which Seller is obligated thereunder exceeds $2,125,000 (the “Deductible”), and then only for the amount of such Losses in excess of the Deductible, subject to the other terms of this Article X.

  • In the case of any inaccuracy or breach of any Company Fundamental Reps or Purchaser Fundamental Reps, the cumulative indemnification obligation of (x) the Company under Section 4.5(a) shall in no event exceed the Investment Amount and (y) Purchaser under Section 4.5(b) shall in no event exceed the Investment Amount.

  • Other than the Company Fundamental Reps and Fraud Claims, no representations and warranties of the Company and the Company Stockholder contained in this Agreement shall survive the Closing, and from and after the Closing, the Company shall not have any further obligations, nor shall any claim be asserted or action be brought against the Company and the Company Stockholder with respect thereto.

  • Seller’s maximum aggregate liability for Losses under Section 10.2(b)(i) for breaches of Company Fundamental Reps will not exceed the Base Purchase Price.

  • Except in the case of any inaccuracy or breach of any Company Fundamental Reps or Purchaser Fundamental Reps, the cumulative indemnification obligation of (x) the Company under Section 4.5(a) shall in no event exceed 10% of the Investment Amount and (y) Purchaser under Section 4.5(b) shall in no event exceed 10% of the Investment Amount.

  • The representations and warranties made by any of the parties hereto under this Agreement or in any certificate delivered pursuant to Article VIII shall survive the Closing until the first anniversary of the Closing Date; provided that the Company Fundamental Reps and the ICG Group Fundamental Reps shall survive the Closing indefinitely (as applicable, the “Indemnification Period”).

  • In the case of any inaccuracy or breach of any Company Fundamental Reps or Purchaser Fundamental Reps, the cumulative indemnification obligation of (x) the Company under Section 4.9(a) shall in no event exceed the Investment Amount and (y) Purchaser under Section 4.9(b) shall in no event exceed the Investment Amount.


More Definitions of Company Fundamental Reps

Company Fundamental Reps means the representations and warranties set forth in Section 6.1(a) (Organization, Good Standing and Qualification), 6.1(b) (Capital Structure), 6.1(c) (Corporate Authority and Approval), 6.1(d)(ii) (No Violations) and 6.1(y) (Brokers and Finders).
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Company Fundamental Reps has the meaning set forth in Section 9.5.
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Company Fundamental Reps means those representations and warranties contained in S ection 4.01 (Organization and Organizational Power), S ection 4.02 (Subsidiaries), Section 4.03 (Authorization; No Breach; Valid and Binding Agreement) (other than the third sentence of Section 4.03),
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Company Fundamental Reps means representations and warranties of the Company set forth in Sections 4.01(b) and (d)-(g).
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Company Fundamental Reps means the representations and warranties set forth in Section 6.1(a) (Organization, Good Standing and Qualification), 6.1(b)
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Company Fundamental Reps means the representations and warranties of the Company contained in ‎Section 3.01, ‎Section 3.02, ‎Section 3.03, ‎Section 3.04(a), ‎Section 3.05, and Section 3.14.
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Related to Company Fundamental Reps

  • 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 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).

  • 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).

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

  • 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 Representations has the meaning set forth in Section 8.1.

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

  • 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).

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

  • 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.

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Fundamental Policies means the investment policies and restrictions as set forth from time to time in any Registration Statement of the Trust filed with the Commission and designated as fundamental policies therein, as they may be amended from time to time in accordance with the requirements of the 1940 Act.

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Buyer Benefit Plans has the meaning set forth in Section 6.10(f).

  • 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.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

  • Seller Benefit Plans has the meaning set forth in Section 4.8(a).

  • 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.

  • Fundamental Change Purchase Price has the meaning specified in Section 3.01(a).

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).