Fundamental Representations and Warranties definition

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

Fundamental Representations and Warranties shall have the meaning set forth in Section 8.1.

Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1 (Status of Seller and the Company), 3.2 (Authority; Enforceability), 3.3 (Ownership of Membership Interests; Capitalization), 3.12 (Taxes), Section 3.23 (Brokers’ Fees), 4.1 (Status of Buyer), 4.2 (Authorization; Enforceability), 4.5 (Brokers’ Fees), and 4.8 (Solvency).

Examples of Fundamental Representations and Warranties in a sentence

• The representations and warranties of the Parties contained herein and all covenants contained herein that are to be performed prior to the Closing will survive for twelve (12) months following the Closing; provided, however, the Fundamental Representations and Warranties shall survive the Closing until the date that is thirty (30) days following the expiration of the applicable statute of limitations.

• The representations and warranties of the Parties contained herein and all covenants contained herein that are to be performed prior to the Closing will survive for twelve (12) months following the Closing; provided, however, the Fundamental Representations and Warranties shall survive the Closing until the expiration of the applicable statute of limitations.

• Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein (other than Fundamental Representations and Warranties) shall survive the Closing and shall remain in full force and effect until the date that is twelve (12) months from the Closing Date.

• All Fundamental Representations and Warranties shall survive the Closing until the expiration of the applicable statute of limitations with respect to such representations and warranties.

• Notwithstanding the foregoing, the Threshold Amount and the Indemnification Cap will not apply to (i) any claims that relate to a breach or inaccuracy of the Fundamental Representations and Warranties (which claims will be capped at the Purchase Price), or (ii) any claims resulting from, arising out of, relating to or in the nature of, or caused by intentional misrepresentations or fraud by a Seller Party (which claims will not be capped).

More Definitions of Fundamental Representations and Warranties

Fundamental Representations and Warranties means the representations and warranties set forth in (i) Exhibit 4.1 and (ii) Sections 1 to 3 of Exhibit 4.2.

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

Fundamental Representations and Warranties means the representations and warranties in Sections 5.1, 5.2, 5.3, 5.4, 5.18, 6.1, 6.2, 6.3 and 6.4 of this Agreement.

Fundamental Representations and Warranties has the meaning set forth in §8(a).

Fundamental Representations and Warranties means those representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Capital Stock), Section 4.4 (Subsidiaries), [****], Section 4.14 (Tax Returns; Taxes), Section 4.15 (Company Benefit Plans), Section 4.19 (Environmental, Health and Safety Matters), Section 4.25 (Brokers, Finders and Investment Bankers), Section 5.1 (Organization), Section 5.2 (Authorization) and Section 5.6 (Brokers, Finders and Investment Bankers).

Fundamental Representations and Warranties means the representations and warranties by the Seller as contained in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.06 and Section 3.07.

Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3. “GAAP” means generally accepted accounting principles of the United States, consistently applied.