Fundamental Matters definition

Fundamental Matters means: (i) the representations and warranties of EOM under Sections 3.01, 3.02, and 3.05 of Article III of the EOM UPA; (ii) the representations and warranties of DFHH under Sections 3.01, 3.02, 3.03 and 3.06 of Article III of the Merger Agreement; (iii) the representations and warranties of EOM under Sections 4.01, 4.02, 4.03, 4.04 and 4.12 of the EOM UPA; (iv) the representations and warranties of DFHH under Sections 4.01, 4.02, 4.03, 4.04 and 4.12 of the Merger Agreement; and (v) the tax-related covenants contained in Article X of the Merger Agreement or Section 7.03 of the EOM UPA.
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Fundamental Matters means matters in respect of (i) fraud, intentional misrepresentation or willful misconduct by any of the Equityholders or the Company in the negotiation or execution of this Agreement; (ii) the representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.05, 3.06, 4.01, 4.02, 4.03, 4.05, 4.07, 4.08, 4.11, 4.12, 4.13, 4.15 and 4.16; (iii) any breach of any covenant or agreement of the Company contained in this Agreement or the Related Agreements; and (iv) Article VIII of this Agreement.
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Fundamental Matters shall have the meaning set forth in Section 9.1(b).
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Examples of Fundamental Matters in a sentence

  • The representations and warranties of the Company, Sellers and Buyer contained in this Agreement (other than Fundamental Matters, the representations and warranties in Section 4.19, or fraud, intentional misrepresentation or willful misconduct) shall survive the Closing for a period of eighteen (18) months after the Closing Date except for written claims that are made prior to such date.

  • Member action on any matter whatsoever shall require the affirmative vote of a majority of the members of the Corporation present at the meeting of the members in person or by proxy, except for the Fundamental Matters, which shall require the vote of two-thirds (P/J) of the members present in person or by proxy.Section M.

  • To draw on the Improvements Allowance, Tenant must submit to Landlord a written notice requesting disbursement, together with (i) invoices for all costs included in the request for disbursement; (ii) proof that such costs have been paid, including appropriate lien waivers in a form acceptable to Landlord; and (iii) such other documentation as Landlord may reasonably request.

  • The affirmative vote of a majority of the directors present at a meeting will constitute a decision of the board of directors; provided, however, that decisions as to Fundamental Matters, as set forth below, shall require the unanimous approval of Directors.

  • In addition, for the purpose of Council’s Community Assistance Donations Program, Access and Equity has also been viewed in terms of providing the general community with access to events and activities (such as village festivals) which enrich, enhance, support and bring communities together.


More Definitions of Fundamental Matters

Fundamental Matters means a Dispute relating to a Claim, Change Order, Change Request or Milestone Payment of a value or resulting in a value exceeding two hundred fifty thousand dollars ($250,000), a Default, the issuance of the Acceptance Test Certificate or the Acceptance Certificate, the exercise by the Owner of its rights under Article 25 and Article 26, and any Dispute relating to the exercise by the Owner of its rights under Article 20.
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Fundamental Matters has the meaning set forth in Section 8(a) below.
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Fundamental Matters means one or more matters specified in section 3.2(e);
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Fundamental Matters means any of the following matters:
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Fundamental Matters means material amendments to the (i) Auditor Contract, (ii) the CFA Contract, including a material amendment to the Procedures (as defined therein), or (iii) the CFA Services Contract; but does not include any such amendments as are mandated by decisions or orders of the CRTC from time to time;
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Fundamental Matters has the meaning set out in Section 12.1(1)(a).
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Fundamental Matters means a Dispute relating to a Claim, Change Order, Change Request or Milestone Payment of a value or resulting in a value exceeding Two Hundred and Fifty Thousand Dollars ($250,000), a Default, the issuance of the Acceptance Test Certificate or the Acceptance Certificate, the exercise by the Owner of its rights under Article 25 and Article 26, and any Dispute relating to the exercise by the Owner of its rights under Article 20.
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