Fundamental Company Representations definition

Fundamental Company Representations means the representations and warranties by the Company contained in Sections 3.02, 3.03, 3.04, 3.05 and 3.11.

Fundamental Company Representations means the representations and warranties contained in Section 4.1.2 (Restrictions on Transfer), Section 4.1.3 (Organizational Matters), Section 4.1.5 (Capitalization), Section 4.1.12 (Taxes) and Section 4.1.22 (Brokers; Agents).

Fundamental Company Representations has the meaning set forth in Section 7.3(a).

Examples of Fundamental Company Representations in a sentence

• Once the Indemnification Threshold has been exceeded for all Losses incurred or paid (without counting any Losses resulting from breaches of or inaccuracies in Fundamental Company Representations), the Indemnified Persons will be entitled to recover for all such Losses exceeding the Indemnification Threshold, subject to this Article 7.

• All representations and warranties of the Company contained in this Agreement, other than the Fundamental Company Representations and the Tax Representations, shall survive the Closing until the second anniversary of the Closing Date.

• Until the Escrow Expiration Date, no delay on the part of a Company Indemnified Party in delivering a Notice of Claim with respect to claims under Section 7.2(b) for breach of Company representations and warranties that are not Fundamental Company Representations shall relieve any Indemnifying Securityholder (each an “Indemnifying Party”) from any of its respective obligations under this Article VII unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby.

• The Recipients shall be liable for Losses with respect to claims in excess of the Threshold Amount, but subject to a maximum aggregate liability amount equal to the General Representations Cap Amount; provided that claims for any inaccuracy in or breach of any of the Fundamental Company Representations shall be subject to a maximum aggregate liability amount equal to the Fundamental Representations Cap Amount.

• Except with respect to Fraud and breaches by the Company of the Fundamental Company Representations, any deduction made from the Holdback Consideration in respect of an Indemnified Company Representation Loss incurred by a Buyer Indemnified Party pursuant to this Article VII shall constitute full satisfaction of any obligation of each applicable Company Seller to make such payment to the Buyer Indemnified Party.

More Definitions of Fundamental Company Representations

Fundamental Company Representations means those representations and warranties contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.23, and Section 3.25.

Fundamental Company Representations means the representations and warranties of the Company set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof.

Fundamental Company Representations means the representations and warranties of the Company set forth in Section 3.1(a), Section 3.2, Section 3.3(a), Section 3.11(c) and Section 3.19.

Fundamental Company Representations means the representations and warranties by the Company contained in Sections 3.2, 3.3, 3.4, 3.5 and

Fundamental Company Representations means the representations and warranties set forth in Sections 3.01, 3.02, 3.03(a), 3.03(b), 3.04, 3.18, 3.25, 4.01, 4.02, 4.04(a), 4.04(b) and 4.05.

Fundamental Company Representations means the representations and warranties of the Company set forth in Section (1), Section (2), Section (3), Section (4), Section (5) and Section (9) of Schedule B.

Fundamental Company Representations means the representations and warranties of the Company set forth in Sections 4.1 (but not the second sentence thereof), 4.2(a), 4.2(c), 4.2(d) (but not the last sentence thereof), 4.2(e), 4.3 (but not the fourth sentence thereof), 4.4(a) (but only the first and third sentences thereof), 4.22, 4.23 and 4.26.