Fundamental Company Warranties definition

Fundamental Company Warranties means Company Warranties contained in Sections 4.1 (Organization, Standing and Qualification) to and including Section 4.6 (Liabilities), Section 4.11 (Compliance with Law), Section 4.16 (Financial Statements), Section 4.18 (Tax Matters), and Section 4.25 (UN Security Council Resolutions) to and including Section 4.27 (Environmental Matters).
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Fundamental Company Warranties means the warranties made by the Company, Sohu Search and Photon (as applicable) in paragraphs 1 to 6 in Part A of Schedule 1 and paragraphs 1 to 9 in Part B of Schedule 1.
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Fundamental Company Warranties means those Warranties set out in Section 3.01(a), Section 3.02(a) to (d) (inclusive) and Section 3.07(a).
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Examples of Fundamental Company Warranties in a sentence

  • The Company Warranties shall survive the Closing for a period of twenty-four (24) months, except that the Fundamental Company Warranties shall survive until the expiration of the applicable statute of limitation under applicable Law.

  • The maximum aggregate amount of Losses that the JD Indemnitees will be entitled to recover with respect to breaches of any Fundamental Company Warranties (inclusive and not in duplication of the amounts recoverable in the preceding sentence), shall be limited to US$490,714,313.

  • The Company Warranties shall survive the Offshore Closing for a period of twenty-four (24) months, except that the Fundamental Company Warranties shall survive until the expiration of the applicable statute of limitation under applicable Law.

  • Moreover, it documentates also our todays embarrassment about about how to continue with science.

  • The Company Warranties and JD Warranties shall survive the Closing for a period of twenty-four (24) months, except that the Fundamental Company Warranties and the Fundamental JD Warranties shall survive until the expiration of the applicable statute of limitation under applicable Laws.


More Definitions of Fundamental Company Warranties

Fundamental Company Warranties is defined in Section 8.06(a)(ii).
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Related to Fundamental Company Warranties

  • 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 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).

  • 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).

  • 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).

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

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

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

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

  • 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.

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

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

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

  • 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.

  • 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.

  • 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.

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.

  • 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.

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Fundamental Change Expiration Time has the meaning specified in Section 3.02(a)(1) hereof.

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

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

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).