Fundamental Survival Period definition

Fundamental Survival Period shall have the meaning set forth in Section 11.1(a).
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Fundamental Survival Period has the meaning set forth in §8.1.
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Examples of Fundamental Survival Period in a sentence

  • Further, the provisions of Section 3.2(u) and Section 7.18 shall survive the Closing through a period ending sixty (60) days following the expiration of the applicable Tax statute of limitations (the “Statute of Limitations Survival Period” singularly and together with the General Survival Period and Fundamental Survival Period each, a “Survival Period”).

  • Except as set forth below, the provisions of Sections 3.1and 3.2 shall survive the Closing for a period of 12 months (the “ General Survival Period ”), and the provisions of Sections 3.2(a) through 3.2(e) and 3.2(l)(i) shall survive the Closing for a period of three (3) years (the “ Fundamental Survival Period ”).

  • Further, the provisions of Section 3.2(q) and Section 7.19 shall survive the Closing through a period ending 90 days following the expiration of the applicable Tax statute of limitations (the “ Statute of Limitations Survival Period ” singularly and together with the General Survival Period and Fundamental Survival Period each, a “ Survival Period ”).

  • Failure to so deliver such written notice with respect to any breach of a representation or warranty prior to the expiration of the Survival Period, the Fundamental Survival Period, or the Tax and Environmental Survival Period (as applicable) shall result in the applicable Party’s loss of the right to indemnification hereunder.

  • Further, the provisions of Section 3.2(q) and Section 7.19 shall survive the Closing through a period ending 90 days following the expiration of the applicable Tax statute of limitations (the “Statute of Limitations Survival Period” singularly and together with the General Survival Period and Fundamental Survival Period each, a “Survival Period”).

Related to Fundamental Survival Period

  • Survival Period has the meaning set forth in Section 11.1.

  • 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).

  • Survival Date 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).

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

  • 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 has the meaning set forth in Section 8.1.

  • 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).

  • 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.

  • 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).

  • Revival Period means the period of five consecutive years from the date of discontinuance of the Policy, during which period the Policyholder is entitled to revive the Policy, which was discontinued due to the non-payment of Premium, in accordance with the terms of Revival of a Policy.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

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

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

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Fundamental Change Expiration Time has the meaning specified in Section 3.02(a)(1) hereof.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

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

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • 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.