Fundamental Seller Representations definition

Fundamental Seller Representations means the representations and warranties of Seller contained in Section 3.1 (Organization of Seller), Section 3.2 (Authorization, Enforceability), Section 3.5 (Broker’s Fees), Section 3.6 (Ownership of Equity Interests) and Section 4.3(a) (Capitalization of the Companies).

Fundamental Seller Representations means the representations and warranties contained in Section 4.2.1 (Title to Subject Securities), Section 4.2.2 (Authority) and Section 4.2.4 (Restrictions on Transfer).

Fundamental Seller Representations has the meaning set forth in Section 24.3(a)(i).

Examples of Fundamental Seller Representations in a sentence

• The limitations in this Section 6.4(a) shall not apply to any Damages as a result of inaccuracies in the Fundamental Seller Representations, and any such Damages shall not be counted in determining the Threshold or the Seller Cap.

• The Fundamental Seller Representations shall be true and correct in all material respects as of the Closing as though such representations and warranties were made on and as of such time (or if a different date is specified therein, on and as of such date).

• The representations and warranties of Seller contained in Article IV (other than the Fundamental Seller Representations) shall not survive the Closing.

• The Parties agree that the RSU Entitlement shall not vest for as long as any Losses for which the Indemnified Parties shall be entitled to recover with respect to any breach of representations and warranties made herein by the Seller (other than the Fundamental Seller Representations) pursuant to this Article VII remains outstanding.

• The Fundamental Seller Representations shall survive until the date that is six (6) years after the Closing Date, unless, in each case, on or prior to such date a claim for indemnification, in accordance with the notice requirements under Section 9.4, is made with respect to any such representation or warranty, in which case such representation or warranty shall survive until, but only for the purposes of, the resolution of such claim.

More Definitions of Fundamental Seller Representations

Fundamental Seller Representations shall have the meaning set forth in Section 11.1.

Fundamental Seller Representations has the meaning set forth in Section 6.1.

Fundamental Seller Representations has the meaning ascribed to such term in Section 9.1(a).

Fundamental Seller Representations has the meaning set forth in Section 24.3(a)(i). “GAAP” means generally accepted accounting principles as in effect from time to time in the United States, applied on a consistent basis.

Fundamental Seller Representations means the representations and warranties made in Sections 4.01 (Existence and Power), 4.02 (Authorization), 4.03 (Governmental Authorization), 4.16 (Sufficiency of and Title to the Purchased Assets), 4.22 (Finders’ Fees), 4.25 (Environmental Matters), 4.26 (Related Party Transactions) and 9.01 (Tax Representations) of this Agreement and, solely for purposes of Section 11.02(a), Section 4.04 (Noncontravention) of this Agreement.

Fundamental Seller Representations means the representations and warranties set forth in Section 3.1 (Existence), Section 3.2 (Authority), Section 3.3 (Binding Agreement), Section 3.8 (Title to Project Assets), and Section 3.17 (Brokers).

Fundamental Seller Representations is defined in Section 9.1(a).