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.

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.

Fundamental Matters shall have the meaning set forth in Section 9.1(b).

Examples of Fundamental Matters in a sentence

• Except with respect to Fraud and the Fundamental Matters, the Founders shall not be liable to the Indemnified Persons for indemnification in an aggregate amount in excess of ten percent (10%) of the Cap.

• The indemnification obligations of the Founders hereunder with respect to Fundamental Matters shall continue until the expiration of the applicable statute of limitation, unless an Indemnified Person has submitted a Notice of Claim for a particular matter prior to such date, in which case such matter shall survive until the resolution of such matter in accordance to Section 5.

• 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.

• 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.

• Fundamental Matters Requiring Stockholder Approval The Corporation Code considers certain matters as significant corporate acts that may be implemented only with the approval of shareholders, including those holding shares denominated as non-voting in the Articles.

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 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.

Fundamental Matters has the meaning set forth in Section 9.4(a).

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;

Fundamental Matters has the meaning set out in Section 12.1(1)(a).

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.

Fundamental Matters has the meaning set forth in Section 10.1(e)(ii). “Fundamental Representations” has the meaning set forth in Section 10.1(b). “GAAP” means U.S. generally accepted accounting principles. “GIN” has the meaning set forth in Section 7.4(c)(ii). “Governmental Entity” means (i) any federal, provincial, state, local, municipal, regional, territorial or other government, governmental or public department, branch, ministry, agency or court, domestic or foreign, including any district, agency, tribunal, commission, board, bureau, arbitration panel or authority and any subdivision of any of them exercising or entitled to exercise any administrative, executive, judicial, ministerial, prerogative, legislative, regulatory, or Taxing Authority or power of any nature; and (ii) any quasi-governmental or private body exercising any regulatory, expropriation or Taxing Authority under or for the account of any of them, and any subdivision of any of them. “Government Involvement” has the meaning set forth in Section 3.9(j)(i). “Hazardous Materials” has the meaning set forth in Section 3.20(a)(ii). “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.) as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. § 17921 et seq.) and all regulations promulgated thereunder. “Income Tax” means U.S. federal income tax and any other income Tax imposed on or measured by net income. “Income Tax Return” means any Return relating to Income Taxes. “Incremental Tax” means an amount equal to the excess, if any, of (a) the amount of the U.S. federal, state and local income Taxes imposed or to be imposed on the Shareholders or the Company (including the California 1.5% S corporation tax) as a result of the Section 338(h)(10) Election over (b) the amount of the U.S. federal, state and local income, Taxes that would have been imposed on the Shareholders in connection with the sale of shares of the Company and shall be based upon the Purchase Price Allocation determined under Section 7.10(g). “Indebtedness” means, without duplication with any other item listed in this definition or included in the definition of “Transaction Expenses” or any items actually taken into account in the calculation of

Fundamental Matters means one or more matters specified in section 3.2(e);