Fundamental Covenants definition

Fundamental Covenants means (i) the covenant in Section 2.1(a) to take action to increase the size of the Board by one member and to appoint the Icahn Company Designee to fill the vacancy so created for a term no less than through the 2016 Meeting, (ii) the covenant in Section 2.1(b) to appoint either the Icahn FoodserviceCo Designee to the FoodserviceCo Board or the Icahn CraneCo Designee to the CraneCo Board, as applicable, in each case effective as of the Separation Effective Time and (iii) the covenant in Section 2.1(e).
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Fundamental Covenants means those covenants and agreements of the Seller set forth in Section 6.15 and Articles 9 and 11.
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Fundamental Covenants means the following covenants of Weichai that it will:
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Examples of Fundamental Covenants in a sentence

  • Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”).

  • The maximum aggregate liability of Seller with respect to Losses resulting from or in connection with indemnification claims made pursuant to Section 10.2(a)(i) and Section 10.2(a)(ii), as limited by the foregoing sentence, and Section 10.2(a)(ii) in respect of the Seller Fundamental Covenants shall not exceed the Purchase Price.

  • The parties hereto agree that irreparable damage would occur in the event that the following provision of this Agreement was not performed in accordance with the terms hereof and that the parties will be entitled to specific performance of the terms hereof in addition to any other remedy at Law or equity: Section 6.8 (Covenant not to Compete), and Fundamental Covenants.

  • The Indemnity Deductible and the Indemnity Cap shall not apply to any claim for indemnification under (i) Section 9.1(b)(i) with respect to any breach of the Fundamental Representations, (ii) Section 9.1(b)(ii) with respect to any breach of the Fundamental Covenants or (iii) Sections 9.1(b)(iii), (iv), (vi), (vii) or (viii).


More Definitions of Fundamental Covenants

Fundamental Covenants means the obligations under clause 6.1 to the extent that they relate to the covenants in paragraphs 2(a), 2(b), 2(c), 2(d), 2(e), 2(f), 2(i) and (to the extent it relates to the covenants referred to in this definition) 2(t) of Schedule 2;
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Fundamental Covenants means the covenants set forth in Schedule 4, part 2, clauses 2.2.1(a), 2.2.1(b) (to the extent it relates to Equity Securities), 2.2.1(c), 2.2.1(d), 2.2.1(i)(C), 2.2.1(j), 2.2.1(k)(ii), 2.2.1(l), 2.2.1(m), 2.2.1(n), 2.2.1 (o), 2.2.1(u), clause 4, clause 5 and clause 9.
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Fundamental Covenants means collectively the Pre-Completion Primary Covenants, Completion and Post-Completion Covenants and the Institutional Seller Covenants;
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Fundamental Covenants means the covenants of Sellers, Seller Representative, Target and/or Manager contained in Sections 2.02(a), 2.02(e), 2.03, 2.06, 2.08, 2.09, 2.10, 2.11, 3.05(b), 3.10(b) and 3.11 (subject, in all events, to the terms, provisions and limitations set forth in Sections 3.04, 3.06, 3.07, 3.08, 3.09 and 3.12), Article VI (other than Sections 6.03 and 6.05), and Sections 7.01, 7.04, 9.02 (subject, in all events, to the terms, provisions and limitations set forth in Sections 9.01 and 9.02(b)), 11.02, 11.13 and 11.16.
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