Fundamental Representations definition

Fundamental Representations has the meaning set forth in Section 8.1.

Fundamental Representations has the meaning set forth in Section 7.4(a).

Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization, Existence and Good Standing), Section 3.2 (Power and Authority, Authorization and Execution), Section 3.5(a) and Section 3.5(b) (Capitalization; Title to Shares; Subsidiaries), and Section 3.21 (Brokers).

Examples of Fundamental Representations in a sentence

• The liability of Delek Energy for the breach of any of the representations and warranties of Delek Energy set forth in Article III other than the Sponsor Fundamental Representations shall be limited to claims for which the Partnership delivers written notice to Delek Energy on or before the date that is eighteen months after the Closing Date.

• Notwithstanding the foregoing, the limitations set forth in this Section 10.03(a) shall not apply to Fraud, Fundamental Representations, or Pre-Closing Taxes.

• No Party shall have any liability or obligation of any nature with respect to any representation or warranty after the termination thereof, unless the other Party shall have delivered a notice to such Party, pursuant to Section 7.2(a) or Section 7.3, claiming such a liability or obligation under Section 7.1, prior to the date that is eighteen (18) months following the date hereof or, in the case of Fundamental Representations, prior to the end of the Term.

• The representations and warranties of Sellers set forth in this Agreement (other than the Sellers’ Fundamental Representations) shall be true and correct in all material respects as of the Closing Date as if made at that time; and the Sellers’ Fundamental Representations shall be true and correct except for de minimis inaccuracies as of the Closing Date as if made at that time.

• Except as set forth in the SEC Reports (other than as to the Fundamental Representations, which are not so qualified), the Company hereby represents and warrants to each of the Investors and the Placement Agents that the statements contained in this Section 3 are true and correct as of the date of this Agreement and as of the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date).

More Definitions of Fundamental Representations

Fundamental Representations has the meaning set forth in Section 10.1(a).

Fundamental Representations means the Buyer Fundamental Representations and the Seller Fundamental Representations.

Fundamental Representations means the representations and warranties contained in Section 4.1 (Organization and Qualification), Section 4.2(a) and (b) (Capitalization of the Company); Section 4.4 (Authority; Binding Obligation), Section 4.5(a) (No Defaults or Conflicts), Section 4.22 (Brokers), Section 5.1 (Organization and Qualification), Section 5.2 (Capitalization of Parent and Merger Sub), Section 5.3 (Authority; Binding Obligation), Section 5.4 (No Defaults or Conflicts) and Section 5.9 (Brokers).

Fundamental Representations means those representations and warranties (i) of the Company set forth in Section 5.1 (Organization), Section 5.2 (Authority and Enforceability), Section 5.5 (Capitalization), Section 5.12 (Tax Matters), Section 5.14 (Brokers) and Section 5.31 (ERISA Compliance); and (ii) of Parent and MergerSub set forth in Section 6.1 (Organization), Section 6.2 (Authority and Enforceability), Section 6.4 (Capitalization of Parent and MergerSub), and Section 6.7 (Brokers).

Fundamental Representations shall have the meaning set forth in Section 11.1(a).

Fundamental Representations means the representations and warranties contained in Sections 3.1, 3.2, 3.5, 4.1, 4.2, 5.1, 5.2 and 5.5.

Fundamental Representations means, collectively, the representations and warranties set forth in Section 3.01, Section 3.03, Section 3.05, Section 4.01, Section 4.02, Section 4.03, Section 4.11, Section 5.01, Section 5.03, and Section 5.04.