Fundamental Representations of Seller definition

Fundamental Representations of Seller has the meaning set forth in the definition of “Fundamental Representations.”
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Fundamental Representations of Seller means Article III Section 3.1 (Organization, Good Standing and Qualification) , Section 3.2 (Authorization; Enforceability), Section 3.3 (No Conflict), Section 3.4 (Required Consents), Section 3.7 (Title to Assets; Sufficiency of Assets), Section 3.14 (Brokers’ Fees) and Section 3.15 (Intellectual Property Rights; Information Technology).
Sample 1
Fundamental Representations of Seller means the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3(a)(ii) and Section 3.4.
Sample 1

Examples of Fundamental Representations of Seller in a sentence

  • The Fundamental Representations of Seller set forth in Section 2 that refer specifically to and are made as of a specified date shall have been true and correct in all material respects as of such specified date, and all other Fundamental Representations of Seller set forth in Section 2 shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date.

  • Seller’s aggregate liability in respect of any indemnification obligation for Losses (i) under Section 7.2(a)(i), other than in respect of (x) fraud or willful misconduct or (y) any breach of the Fundamental Representations of Seller, shall not exceed the Cap, and (ii) otherwise under this Agreement, shall not exceed the Purchase Price.

  • The Fundamental Representations of Seller shall be true and correct in all material respects both as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date).

  • The Fundamental Representations of Seller made in this Agreement (as may be amended by Seller in accordance with Section 6.03) shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of the Closing Date (except for those representations and warranties that speak only as of a specific date or time, which need only be true and correct as of such date or time).

  • Each of the Fundamental Representations of Seller shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent any such Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Fundamental Representation shall be true and correct as of such date and except for de minimis exceptions).

  • The Fundamental Representations of Seller shall be true and correct in all respects on and as of the date hereof and on and as of the date of the Closing with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

  • The Fundamental Representations of Seller shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

  • For the avoidance of doubt, Qualifying Claims, the Deductible and the Cap shall not apply with respect to any Losses resulting from, arising out of or relating to breaches of the Fundamental Representations of Seller nor any representation or warranty contained in Section 4.11, and none of such Losses shall count towards the satisfaction of the Deductible or the Cap.

  • The Fundamental Representations of Seller set forth in Section 4.4(c) shall have been and be true and correct as of the Agreement Date in all material respects.

  • The Fundamental Representations of Seller and the Group Companies shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), other than inaccuracies that individually or in the aggregate are of a de minimis nature.


More Definitions of Fundamental Representations of Seller

Fundamental Representations of Seller means Article III Section 3.1 (Organization, Good Standing and Qualification), Section 3.2 (Authorization; Enforceability), Section 3.3 (No Conflict), Section 3.4 (Required Consents), Section 3.7 (Title to Assets; Sufficiency of Assets), Section 3.14 (Brokers’ Fees) and Section 3.15 (Intellectual Property Rights; Information Technology).
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Fundamental Representations of Seller means the representations and warranties of Seller set forth in Sections 4.01, 4.02, 4.06, and 4.17.
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Related to Fundamental Representations of Seller

  • 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).

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

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • 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.

  • 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).

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

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

  • 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 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 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).

  • 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.

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

  • Additional Representation has the meaning specified in Section 3.

  • 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.

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

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

  • 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)).

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

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • 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.

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

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • 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;

  • 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.