Fundamental Seller Warranties definition

Fundamental Seller Warranties means the Seller Warranties contained in paragraphs 1 (Title), 2.1, 2.2, 2.3 and 2.4 (Seller and Group Company Capacity) of Schedule 8;
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Fundamental Seller Warranties means the Seller Warranties set out in paragraphs 1 (Ownership and status of the Sale Shares) and 2 (Capacity) of Part 1 of Schedule 3 and paragraphs 1 (Incorporation, capacity and authorisation), 3 (Corporate particulars), 4 (No outstanding securities) and 5 (Interests in Listco) of Part 2 of Schedule 3;
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Fundamental Seller Warranties means those Warranties set out in Section 2.01, Section 2.02, Section 2.03 and Section 2.06.
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Examples of Fundamental Seller Warranties in a sentence

  • Fundamental Seller Warranties means each Seller Warranty in: (a) part B of Schedule 2; and (b) part B of Schedule 3.

  • The Fundamental Seller Warranties as well as the Seller Warranties set out in Clauses 13.2.1, 13.2.2, 13.2.3, 13.2.4, 13.2.8 and 13.5 are deemed to be repeated immediately prior to Closing on the Closing Date.

  • The Seller Warranties other than the Fundamental Seller Warranties shall not survive Completion.

  • After Completion, the Purchaser shall not have any right or ability to make any Claim that any Seller Warranty other than the Fundamental Seller Warranties has been breached, is untrue, inaccurate or misleading, other than in respect of the fraud or wilful misconduct by the Seller, its agents or advisors.


More Definitions of Fundamental Seller Warranties

Fundamental Seller Warranties means the warranties set out in paragraphs 1.1 through 1.4, 1.5(i), 1.6, 1.7, 2.1 and 2.2 of Schedule 3;
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Fundamental Seller Warranties is defined in Section 8.06(a)(i).
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Fundamental Seller Warranties means the Seller Warranties given under Clauses 1 (Organisation), 2 (Capital Share), 3 (Subsidiaries), 32 (Authorisation), and 34 (Ownership of Equity) of Schedule 1.
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Fundamental Seller Warranties means the warranties set out in paragraphs 1.1 through 1.4, 1.5(i), 1.6, 1.7, 2.1 and 2.2 ofSchedule 3;
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Related to Fundamental Seller Warranties

  • Seller Warranties means the warranties given by the Seller in Schedule 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).

  • 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).

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

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

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • 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).

  • 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 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;

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

  • 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;

  • 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.

  • 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.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Tax Warranties means the warranties set out in part 3 of schedule 8 (Tax)

  • 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.

  • Fundamental research means basic and applied research in science and engineering, the results of which ordinarily are published and shared broadly within the scientific community, as distinguished from proprietary research and from industrial development, design, production, and product utilization, the results of which ordinarily are restricted for proprietary or national security reasons.

  • 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.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • 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.