Purchaser Fundamental Representation definition

Purchaser Fundamental Representation has the meaning set forth in Section 9.01.
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Purchaser Fundamental Representation means any representation or warranty set forth in Section 4.01 (Existence and Power), Section 4.02 (Authorization), Section 4.05 (Investment Purpose) or Section 4.09 (Brokers).
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Purchaser Fundamental Representation means the representations and warranties contained in Section 5.01 (Organization and Power) and Section 5.11 (Brokers’ Fees).
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Examples of Purchaser Fundamental Representation in a sentence

  • The Seller Indemnitees shall not be entitled to indemnification under Section 8.2(a) (except with respect to any inaccuracy in or breach of any Purchaser Fundamental Representation) until the Seller Indemnitees shall have incurred (i) with respect to any Related Claims, Damages in excess of the Minimum Per Claim Amount, and (ii) as to all such claims, Damages in excess of the Deductible, and then only to the extent such Damages exceed the Deductible.

  • The Purchaser’s aggregate Liability for Damages arising under Section 8.2(a) (except with respect to any inaccuracy in or breach of any Purchaser Fundamental Representation) will not exceed the Representations and Warranties Cap.

  • For the avoidance of doubt, Losses arising out of or resulting from any inaccuracy or breach of a Purchaser Fundamental Representation shall not be included for the purpose of determining whether the aggregate amount of Losses under Section 11.3(a)(i) exceed the Cap.

  • Notwithstanding the foregoing, the limitations contained in this Section 7.3(c) shall not apply to (i) any inaccuracy in, or breach of, any Purchaser Fundamental Representation or (ii) claims arising from fraud by Purchaser.

  • The Seller Indemnitees shall not be entitled to indemnification under Section 8.2(a) (except with respect to any failure of any Purchaser Fundamental Representation to be true and correct) until the Seller Indemnitees shall have incurred (i) with respect to any Related Claims, Damages in excess of the Minimum Per Claim Amount, and (ii) as to all such claims, Damages in excess of the Deductible, and then only to the extent such Damages exceed the Deductible.

  • Each of the Purchaser Fundamental Representations will be true and correct in all but de minimis respects as of the Closing Date as if made anew as of such date (except to the extent any such Purchaser Fundamental Representation expressly relates to an earlier date (in which case as of such earlier date)).

  • Notwithstanding the foregoing, there shall be no termination of any Fundamental Representation, Purchaser Fundamental Representation, Pre-Closing Covenant or Post-Closing Covenant as to which a claim has been validly asserted by an Indemnified Party prior to the termination of the applicable survival period and such claim is fully and finally resolved pursuant to the provisions of this Agreement.

  • The Purchaser’s aggregate Liability for Damages arising under Section 8.2(a) (except with respect to any failure of any Purchaser Fundamental Representation to be true and correct) will not exceed the Representations and Warranties Cap.

  • Notwithstanding the foregoing, neither the Mini-Basket nor the Basket Amount shall apply to Damages arising as a result of (A) any Intentional Misrepresentation or Fraud by a Purchaser, or (B) any misrepresentation, breach or inaccuracy of any Purchaser Fundamental Representation.

  • Notwithstanding the foregoing, the Deductible and the Purchasers Cap shall not apply with respect to any claim for indemnification (a) pursuant to Section 7.3(b)(ii), Section 7.3(b)(iii) and/or Section 7.3(b)(iv); (b) for any Loss resulting from any inaccuracy in or breach of any Purchaser Fundamental Representation; or (c) for any claim of fraud.


More Definitions of Purchaser Fundamental Representation

Purchaser Fundamental Representation means the representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.04 and Section 3.08.
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Related to Purchaser Fundamental Representation

  • 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.

  • 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).

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

  • 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).

  • Additional Representation has the meaning specified in Section 3.

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

  • 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)).

  • 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).

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

  • 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.

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

  • 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.

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

  • 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.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

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

  • 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;

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

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Investment Representation Letter As defined in Section 5.02(b).