Fundamental Rep definition

Fundamental Rep has the meaning set forth in Section 8.01.
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Fundamental Rep means any of the representations and warranties set forth in Section 11(a)(viii) (Power and Authorization), Section 11(a)(ix) (Authorization of Regulatory Authorities), Section 11(a)(x) (Noncontravention), Section 11(a)(xi)(Encumbrances), Section 11(a)(xii(a)) (Title), Section 11(a)(xviii) (Taxes) and Section 11(a)(xx) (No Brokers).
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Fundamental Rep has the meaning specified in Section 9.1(b)(i).
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Examples of Fundamental Rep in a sentence

  • The Sellers’ maximum aggregate Liability with respect to the matters described in Section 8.1(f) will be limited to $8,000,000 less any amounts paid to any Purchaser Indemnitee from the Indemnity Escrow Account; provided, however, that the foregoing limitation shall not apply to recovery for any claim for Losses under any Fundamental Rep.

  • From and after the Closing, Parent shall be indemnified and held harmless, severally and not jointly, by each Purchaser for and against any and all Losses, arising out of or resulting from: (i) the breach of any Fundamental Rep made by such Purchaser contained in this Agreement; or (ii) the breach of any covenant or agreement by such Purchaser contained in this Agreement.

  • Inclusion of an item in any section of a Disclosure Letter is deemed to be disclosure for any other section of such Disclosure Letter to the extent that its relevance to such other section is reasonably apparent on its face; provided, that no disclosure shall qualify any Vendor Group Fundamental Rep unless it is set forth or cross-referenced in the specific section of such Disclosure Letter corresponding to such Vendor Group Fundamental Rep.

  • For avoidance of doubt the Fundamental Rep Cap does not limit the Fundamental Sellers’ aggregate indemnification obligations under Section 6.2(b)(ii).

  • In no event shall any Indemnifying Party have liability for indemnification under Section 7.1.1(a) or Section 7.1.2(a), as applicable, for any amount exceeding, in the aggregate, [...***...]; provided, however, that the limitations on indemnification under this Section 7.3.1 shall not apply to breaches of any Fundamental Rep.

  • Notwithstanding the foregoing, pursuing coverage under the R&W Insurance Policy is not a condition to a Buyer Indemnitee submitting a claim for a breach of any Company Fundamental Rep and tolling the Limitation Date with respect to such claim or initiating a claim against the applicable portion of the Indemnity Escrow Amount.

  • Any breach of a Fundamental Rep under the APA that arises solely as a result of the negligence or willfull misconduct of Servicer under this Agreement will not be subject to APA remedies.

  • At MFC that has included, for example, the MFC Chief Scientist and/or the MFC Business Director, who solicit input from MFC divisions.

  • The scale of London’s net zero ambitions cannot be met through grant funding alone.

  • Except in the case of claims for actual fraud or breach of any Fundamental Rep: (a) the Parties acknowledge and agree that the foregoing indemnification provisions in the ARTICLE VIII shall be the exclusive remedy of the Indemnified Parties with respect to the transactions contemplated by this Agreement, and (b) the Purchaser agrees that its right to indemnification pursuant to this ARTICLE VIII shall be limited solely and exclusively to the Escrow Amount.

Related to Fundamental Rep

  • 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).

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

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

  • 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).

  • 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).

  • 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.

  • 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).

  • 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 research means basic and applied research in science and engineering, the results of which ordinarily are published and shared broadly within the scientific community, as distinguished from proprietary research and from industrial development, design, production, and product utilization, the results of which ordinarily are restricted for proprietary or national security reasons.

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

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

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

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

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

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

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

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

  • 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.

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

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

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Fundamental Transaction means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders of the Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (excluding any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Fundamental Change Notice has the meaning specified in Section 3.05(b).

  • 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.