Fundamental Guarantees definition

Fundamental Guarantees means the Sellers’ Guarantees set out in Clauses 10.1 through 10.4, and “Fundamental Guarantee” shall mean any one of them.
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Fundamental Guarantees has the meaning given in Clause 10.4.2.
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Fundamental Guarantees as defined in Sec. 9
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Examples of Fundamental Guarantees in a sentence

  • Likewise, Article 77 all but condones the recruitment of children between the ages of fifteen and eighteen years old, despite the attempt at encouraging the Parties to give priority to those who are oldest.52Additional Protocol II, Article 4, Fundamental Guarantees, however is firmly worded with respect to the recruitment of children.

  • The Sellers’ aggregate liability for Breaches of the Sellers’ Guarantees (other than for Breaches of the Fundamental Guarantees) shall be limited to an aggregate maximum amount equal to fifteen percent (15%) of the Purchase Price actually received by the Sellers (the “General Cap”) and each Seller’s individual liability for Breaches of the Sellers’ Guarantees (other than for Breaches of the Fundamental Guarantees) shall be limited to its Pro-Rata Participation in the General Cap.

  • The Sellers shall be liable for Losses resulting from an individual Breach (other than for Breaches of Fundamental Guarantees) only if such Losses exceed an amount of EUR 25,000 (the “De Minimis Amount”) and until the aggregate amount of individual Breaches exceeds an aggregate amount of EUR 300,000 (Freigrenze) (“Threshold”).

  • Claims of the Purchaser for a Breach shall become time-barred (verjähren) 24 months following the Closing Date, except that (i) claims of the Purchaser which result from Breaches of the Fundamental Guarantees and/or specific performance claims (Erfüllungsansprüche) to transfer title to the Sold Shares shall become time-barred (verjähren) five (5) years following the Closing Date, (ii) claims arising as a result of intentional breaches (Vorsatz) within the meaning of section 202 para.

  • Consequently, the Purchaser’s sole recourse for any claims under or in connection with Seller’s Guarantees (except for the Fundamental Guarantees) and the Tax Indemnification Undertakings shall be only against the Insurer.

  • In respect of (i) Key Fundamental Guarantees, (ii) Fundamental Guarantees (iii) Uninsured Items and (iv) New Items, the Sellers shall, subject to Sec.

  • The scope and content of the Fundamental Guarantees set out in Section 9.1 through Section 9.3 and of the Business Guarantees set out in Annex 9 as well as Sellers’ liability arising thereunder shall be exclusively defined by the provisions of this Agreement which shall be an integral part of the Fundamental Guarantees and Business Guarantees rendered by Sellers hereunder.

  • To be effective, proposals for research and innovation support should be configured with exploitation of the outcomes as the main driver.

  • The Purchaser expressly acknowledges, and the other Parties agree, that the risk of non-implementation of the W&I Insurance as well as the validity and collectability risk in respect of the W&I Insurance and hence, the risk to successfully claim and/or recover from the Insurer any Losses of the Purchaser under or in connection with the Seller’s Guarantees (except for the Fundamental Guarantees) and the Tax Indemnification Undertakings, shall solely and irrevocably rest with the Purchaser.

  • The Sellers’ aggregate liability for Breaches of Fundamental Guarantees as well as all other claims under this Agreement shall in any event be limited to an aggregate maximum amount of 100% of the Purchase Price actually received by the Sellers.


More Definitions of Fundamental Guarantees

Fundamental Guarantees means the guarantees set out in paragraphs 1 to 3 of Annex 4; \"GBP\" or \"à £\" is a reference to the legal currency adopted by the United Kingdom; \"GCRA\" has the meaning given in Clause 5.1.4; \"GCSA\" the global cost sharing agreement between members of the seller group (including the target group); \"GFSC\" means the Guernsey Financial Services ³; Guernsey; each of: (i) the Seller's guarantee dated 31 July 2018, in favor of the Company, to make available ³ a total principal amount not exceeding GBP 109,900,000, as indicated in the Data Room; (ii) the seller's guarantee, dated 28 December 2018, in favor of the company to make available ³ a total principal amount not exceeding £7,570,000, as disclosed in the data room; and (iii) the bond made by the seller on 21 July 2005, as amended ³ 4 June 2015, in favor of the owner under the lease agreement dated 21 July 2005 signed by Comprop Guernsey Limited, Meespierson Reads Group Services Limited and Fortis Bank Nederland (Holding) N.V., as disclosed in the data room; \"Guernsey Banking Law\" the Banking Supervision (Bailiwick of Guernsey) Law, 1994;","snippetLinks":[{"key":"reporting-standard","type":"clause","offset":[14,32]},{"key":"fundamental-warranties","type":"clÃusula","offset":[39,61]},{"key":"the-warranties","type":"clÃusula", "offset" 63,77]},{"key":"set- out","type":"schedule-4","type":[78,85]},{"key":"paragraph-1","type":"clause","offset":[89,101]},{"key":"schedule-4","type":"clause","offset":[110,120]},{"key":"gbkey":"gbkey" p","type":"usula","offset":[123,126]},{"key":"reference-to-the","type":"clÃusula","offset":[140,156]},{"key":"legal","type":"clÃusula","offset":[157,163]},
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Fundamental Guarantees has the meaning given in Clause 10.4. 2. German Act on Employee Inventions means the German (Gesetz über Arbeitnehmererfindungen) of July 31, 2009 (BGBl. I S. 2521) as amended from time to time. Google Play Store means the “Google Play” store which is a digital distribution platform, developed and maintained by Google for mobile applications Guarantee Claims has the meaning given in Clause 10.1.4. IFRS means International Financial Reporting Standards. Independent Accountant has the meaning given in Clause 8.3.1. Intellectual Property means algorithms, application programming interfaces, mobile applications apparatus, data, data collections and databases, diagrams, formulae, inventions (whether or not patentable) and improvements, trade secrets, designs, algorithms, research and development, logos, marks and other source or business identifiers (including brand names, corporate names, product names, logos, domain names, slogans, and social media pages, accounts and handles) and all the goodwill associated with the foregoing, methods, network configurations and architectures, processes, proprietary information, protocols, schematics, specifications, software, software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, , web sites, blogs, online communication accounts and names (including Facebook and Twitter accounts), works of authorship and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing, such as instruction manuals, laboratory notebooks, prototypes, samples, studies and summaries), including all registrations, applications, renewals and extensions of any of the foregoing. Intellectual Property Rights means all rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights and moral rights; (b) trademark rights and similar rights;
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Related to Fundamental Guarantees

  • Subsidiary Guarantees means the guarantees of each Subsidiary Guarantor as provided in Article Thirteen.

  • Subsidiary Guarantee Agreement means the Subsidiary Guarantee Agreement, substantially in the form of Exhibit D, made by the Subsidiary Loan Parties in favor of the Administrative Agent for the benefit of the Lenders.

  • Subsidiary Guaranties means the Domestic Subsidiary Guaranty and each Foreign Subsidiary Guaranty.

  • Parent Company Guarantee means a guarantee issued in favour of the Operator in substantially the form set out in Schedule 6 (Form of Parent Company Guarantee).

  • Parent Guarantee means the guarantee by Parent Guarantor of the obligations of the Issuer under this Indenture and the Securities in accordance with the provisions of this Indenture.

  • Guarantee of the Notes means the guarantee of the Notes given by the Guarantor in the Trust Deed;

  • Other Guarantees means all guarantees, other than this Preferred Securities Guarantee, to be issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer to be established by the Guarantor (if any), in each case similar to the Issuer.

  • Subsidiary Guaranty Agreement means each unconditional guaranty agreement executed by the Subsidiary Guarantors in favor of the Administrative Agent for the ratable benefit of the Secured Parties, substantially in the form of Exhibit H, as amended, restated, supplemented or otherwise modified from time to time.

  • Note Guarantees means the Guarantees of the Initial Notes and any Additional Notes.

  • Existing Indenture means the Indenture dated as of June 30, 1998 among General Partner, Prologis and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company of California, N.A.), as Trustee.

  • Subsidiary Guarantee means any guarantee of the obligations of the Issuers under this Indenture and the Notes by any Subsidiary Guarantor in accordance with the provisions of this Indenture.

  • Subsidiary Guaranty is defined in Section 9.7(a).

  • Guarantee Agreement means this Guarantee Agreement, as modified, amended or supplemented from time to time.

  • Guarantee Agreements means the Parent Guarantee Agreement and the Subsidiary Guarantee Agreement.

  • Company Guaranty means the Company Guaranty made by the Company in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit F.

  • Guarantees As defined in the preamble hereto.

  • Existing Indentures means (a) the Indenture with respect to the Target Company’s 1.5% Convertible Senior Notes due 2017, dated as of August 25, 2010, by and between the Target Company and The Bank of New York Mellon Trust Company, N.A. and (b) the Indenture with respect to the Target Company’s 0.5% Convertible Senior Notes due 2020, dated as of October 29, 2013, by and between the Target Company and The Bank of New York Mellon Trust Company, N.A. (each as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof).

  • Note Guaranty means the guaranty of the Notes by a Guarantor pursuant to this Indenture.

  • Financial guarantee means a performance bond, maintenance bond, surety bond, irrevocable letter of credit, or similar guarantees submitted to the [administering authority] by the responsible party to assure that requirements of the ordinance are carried out in compliance with the storm water management plan.

  • Existing Senior Notes means the Existing 2020 Senior Notes and the Existing 2021 Senior Notes, collectively.

  • Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.

  • Senior Note Indentures means, collectively, the Senior Note (2020) Indenture, the Senior Note (2021) Indenture, the Senior Note (2022) Indenture and the Senior Note (2023) Indenture.

  • Senior Note Indenture the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith.

  • Call Off Guarantee means a deed of guarantee in favour of a Contracting Body in the form set out in Framework Schedule 13 (Guarantee) and granted pursuant to Clause 3 of the Template Call Off terms;

  • Securities Guarantees means the Common Securities Guarantee and the Preferred Securities Guarantee.

  • Additional Guarantors shall have the meaning assigned to such term in the Preamble hereof.