Contributor Fundamental Representations definition

Contributor Fundamental Representations means the representations and warranties in Section 3.1 (Capacity), Section 3.2 (Authorization of Transactions), Section 3.4 (Ownership of the Contributed Equity Interests), and Section 3.7 (Liability for Brokers’ Fees).
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Contributor Fundamental Representations has the meaning set forth in Section 10.4(a).
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Contributor Fundamental Representations means those representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3(a), Section 3.5, and Section 3.8.
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Examples of Contributor Fundamental Representations in a sentence

  • The representations and warranties of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the 18-month anniversary of the Closing Date (the “Expiration Date”); provided that the Contributor Fundamental Representations and Partnership Fundamental Representations shall survive for a period equal to the applicable statute of limitations for each such representation (the “Fundamental Expiration Date”).

  • The Contributor Fundamental Representations shall be true as of the Closing Date as if made on the Closing Date (other than Section 4.15, which shall be true in all material respects) except for immaterial matters relating to Sections 4.1 or 4.2 which do not, individually or in the aggregate, prevent Contributor from, or allow Contributor to avoid, entering into and performing its obligations strictly in accordance with the terms of this Agreement and the other Transaction Documents.


More Definitions of Contributor Fundamental Representations

Contributor Fundamental Representations means Contributor’s representations in Section 3.1, Section 3.2, Section 3.3(a), Section 3.5, Section 3.6(b), Section 3.10, Section 3.16, Section 3.19 and Section 3.22.
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Contributor Fundamental Representations means the representations and warranties of Contributor contained in Section 3.1 (Organization), Section 3.2 (Authorization; Enforceability), Section 3.3(a) and (b) (No Conflict or Consents), Section 3.4 (Capitalization of the Contributed Companies and Ownership of the Contributed Interests), Section 3.5 (Ownership of the General Partner and SNMP Common Units), Section 3.6 (Litigation), Section 3.7(b) (Indebtedness), Section 3.7(h) (Other Business Activities), Section 3.10 (Transactions with Affiliates) and Section 3.14 (Brokers’ Fees).
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Contributor Fundamental Representations has the meaning set forth in Section 9.4(a). “Contributor Guarantees” has the meaning set forth in Section 6.7(a).
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Contributor Fundamental Representations has the meaning set forth in Section 9.4(a). “Contributor Guarantees” has the meaning set forth in Section 6.7(a). “Contributor Guarantor” has the meaning set forth in the introductory paragraph to this Agreement. “Contributor Indemnitees” has the meaning set forth in Section 9.3. “Contributor Taxes” means, without duplication, (a) all Taxes due and owing, by or with respect to, and all Taxes imposed on or incurred by or with respect to, the Company or its assets or operations for any Pre-Closing Tax Period (determined in accordance with the definition of Pre- Closing Tax Period); (b) all Taxes of any affiliated, combined, consolidated, unitary or similar group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar foreign, state or local Law; (c) Taxes of any other Person for which the Company is or has been liable as a transferee or successor, by Contract or otherwise, by reason of a transaction or a relationship occurring or existing prior to the Closing; (d) any Transfer Taxes that Contributor is obligated to pay as set forth in Section 6.2(f); and (e) Transfer Taxes paid by the Company with respect to transfers or assignments under any of the Existing Contribution Agreements that occur on or after the Closing Date.
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Contributor Fundamental Representations means the representations and warranties set forth in Section 2.1, 2.2, 2.3(a), 2.4 and 2.5.
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Related to Contributor Fundamental Representations

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

  • 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).

  • 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 Representations has the meaning set forth in Section 8.1.

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

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

  • 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).

  • 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).

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

  • 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).

  • 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;

  • 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.

  • 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.

  • 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.

  • 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;

  • 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.

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

  • 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.

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

  • 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.

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.