Purchaser Fundamental Representation definition

Purchaser Fundamental Representation has the meaning specified in Section 8.1(b).
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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 3.01, Section 3.02, Section 3.03, Section 3.04 and Section 3.08.
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Examples of Purchaser Fundamental Representation in a sentence

  • 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.

  • 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.

  • 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, 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.

  • From and after the Closing, Purchaser and the Company, jointly and severally, shall indemnify, defend, save and hold the Equityholders, and their respective Affiliates and Representatives (collectively, the “Equityholder Indemnitees”) harmless from and against any and all Losses incurred or suffered by the Equityholder Indemnitees arising out of, based upon or resulting from any breach of any Purchaser Fundamental Representation.

  • Notwithstanding the foregoing, the limitations set forth in this Section 9.5(c) shall not apply to Losses arising out of, with respect to or by reason of any (i) Wrongful Act by or on behalf of the Purchaser or (ii) inaccuracy in or breach of any Purchaser Fundamental Representation.

  • 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.

  • The representations and warranties of the Parties contained in this Agreement shall survive for eighteen (18) months after the Closing Date, except that (i) each Seller Fundamental Representation and each Purchaser Fundamental Representation shall survive for three (3) years and (ii) the representations and warranties set forth in Section 4.07 (Taxes) shall survive the Closing and continue until thirty (30) calendar days after the expiration of the applicable statute of limitations.

  • 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.

  • Each Purchaser Fundamental Representation 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 Purchaser Fundamental Representation expressly relates to another date (in which case as of such other date).


More Definitions of Purchaser Fundamental Representation

Purchaser Fundamental Representation means the representations and warranties of Purchaser and Purchaser Sub set forth in Sections 5.1, 5.2, and 5.7.
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Purchaser Fundamental Representation means the representations and warranties of Purchaser set forth in [***].
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Related to Purchaser Fundamental Representation

  • 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).

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

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

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

  • 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.

  • 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).

  • 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.

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

  • 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 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.

  • 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;