Fundamental Representations Cap definition

Fundamental Representations Cap has the meaning set forth in Section 8.5.2(b).
Sample 1Sample 2Sample 3
Fundamental Representations Cap has the meaning set forth in Section 10.6(a).
Sample 1Sample 2
Fundamental Representations Cap shall have the meaning ascribed in Section 5.5(c).
Sample 1

Examples of Fundamental Representations Cap in a sentence

  • The Recipients shall be liable for Losses with respect to claims in excess of the Threshold Amount, but subject to a maximum aggregate liability amount equal to the General Representations Cap Amount; provided that claims for any inaccuracy in or breach of any of the Fundamental Company Representations shall be subject to a maximum aggregate liability amount equal to the Fundamental Representations Cap Amount.

  • In addition, in no event shall Rockpoint’s aggregate liability for all such Breaches, including any liability under this Section 6.3, Section 5.5 or any other Section of this Agreement, exceed, in the aggregate, the Post-Closing Breach Liability Cap; provided, however, that liability under Section 9.6 shall not be subject to the Post-Closing Breach Liability Cap; and further provided that the Fundamental Representations shall be subject to the Fundamental Representations Cap.


More Definitions of Fundamental Representations Cap

Fundamental Representations Cap means, as of any date of determination, the lesser of (I) the product of the number of Closing Parent Shares and the Parent Closing Price and (II) the sum of (1) the Fair Market Value of Retained Shares as of such date, plus (2) an amount equal to the sum of (A) the lesser of (x) the aggregate amount of net cash proceeds actually received by APSLP and the Indemnifying APSLP Partners for any Transferred Parent Shares and (y) an amount equal to the number of Transferred Parent Shares, multiplied by the Parent Closing Price, plus (III) to the extent that the Transferred Parent Shares were Transferred for an amount per Parent Share less than the Parent Closing Price, an amount equal to the lesser of (i) Earnout Amount, to the extent actually paid pursuant to Section 2.13 and (ii) the Shortfall Amount.
Sample 1

Related to Fundamental Representations Cap

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

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

  • 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).

  • 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).

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

  • 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).

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

  • Additional Representation has the meaning specified in Section 3.

  • 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).

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.