Fundamental Representations of Sellers definition

Fundamental Representations of Sellers has the meaning specified in Section 9.5(1)(a).
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Fundamental Representations of Sellers means the representations and warranties contained in Sections 3.01, 3.02, 3.03, 3.04, 3.10(a), and3.31 of this Agreement.
Sample 1
Fundamental Representations of Sellers means the representations and warranties contained in Sections 3.01, 3.02, 3.03, 3.04, 3.10(a), and 3.31 of this Agreement.
Sample 1

Examples of Fundamental Representations of Sellers in a sentence

  • Notwithstanding anything to the contrary in this Agreement, Sellers’ maximum aggregate liability to Purchaser Indemnified Persons for Losses for which the Purchaser Indemnified Persons are entitled to indemnification under Section 6.1(a) (including Losses arising from misrepresentations or breaches of the Fundamental Representations of Sellers and taking into account clause (i) hereof) shall not exceed the Purchase Price.

  • Each of the Fundamental Representations of Sellers 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).

  • Each of the Fundamental Representations of Sellers and the Company set forth in Article II and Article III shall be true and correct, as of the date hereof and as of the Closing Date as though made on the Closing Date, except to the extent such Fundamental Representation expressly relates to another date (in which case as of such other date).

  • As regards the procedure when a patient is under guard, Dr. Nakaš asserted that the institution responsible for guarding a patient in each case requests approval from the hospital to do so.

  • Notwithstanding anything to the contrary in this Agreement, Sellers’ maximum aggregate liability to Purchaser Indemnified Persons for Losses for which the Purchaser Indemnified Persons are entitled to indemnification under S ection 6.1(a) (including Losses arising from misrepresentations or breaches of the Fundamental Representations of Sellers and taking into account clause (i) hereof) shall not exceed the Purchase Price.

  • The Fundamental Representations of Sellers in the Contribution Agreement shall survive the Closing until, and shall terminate at, 11:59 p.m. (New York City time) on the date that is three (3) years following the Closing Date.

  • For the avoidance of doubt, that claims for indemnification under Section 7.02(a) for breaches of the Extended Representations of Sellers or the Fundamental Representations of Sellers shall not be subject to the Ordinary Indemnification Deductible.

  • Painting associated with routine maintenance would be categorized as a non-construction contract.In the absence of evidence to the contrary, a recipient that meets the minimum numerical goals set forth in this section will be considered to have complied with the section 3 preference requirements.

  • The Fundamental Representations of Sellers set forth in Article 2 shall be true and correct in all respects on and as of the Closing Date as if made on and as of the Closing Date, except for Fundamental Representations that expressly speak only as of a particular date, which shall have been true and correct in all respects as of such particular date.

Related to Fundamental Representations of Sellers

  • 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).

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

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

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • 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 4.3.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

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

  • 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).

  • 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).

  • 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 Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • 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.

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

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

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Additional Representation has the meaning specified in Section 3.

  • 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.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

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

  • Seller Warranties means the warranties given by the Seller in Schedule 3;

  • 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.

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

  • 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;

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.