Purchaser Fundamental Representations and Warranties definition

Purchaser Fundamental Representations and Warranties means the representations and warranties set out in Sections 3.2(1) to 3.2(5).
Sample 1Sample 2
Purchaser Fundamental Representations and Warranties means the representations and warranties set out in Sections 3.2(1) to 3.2(3), 3.2(6), 3.2(10), 3.3(1) to 3.3(3) and 3.3(6).
Sample 1
Purchaser Fundamental Representations and Warranties means, collectively, the representations and warranties of the Purchasers made in Section 5.1(a) (Organization and Good Standing), Section 5.1(c) (Authority) and Section 5.1(d) (Agreement Valid); (ccc) "Purchasers" means, collectively, WEF Canada, WEF US, WEF International, WEF Canada II and WEF International II, and each, individually, is referred to herein as a "Purchaser"; (ddd) "Reserves Report" means the report of XxXxxxxx evaluating reserves associated with the Company's properties effective as of December 31, 2023, as updated by the report of XxXxxxxx evaluating reserves associated with the Company's properties effective as of December 1, 2024; (eee) "RSUs" means the restricted share units issued by the Company pursuant to the Omnibus Incentive Plan; (fff) "SEC" means the U.S. Securities and Exchange Commission; (ggg) "Securities Act" means the U.S. Securities Act of 1933, as amended; (hhh) "Securities Laws" means, together, Canadian Securities Laws and U.S. Securities Laws; (iii) "Securities Regulators" means the Canadian Securities Regulators and the SEC; (jjj) "Settled Matters" means any and all matters up to and including the date hereof between the Company and/or its Representatives, the Vendors and/or their
Sample 1

More Definitions of Purchaser Fundamental Representations and Warranties

Purchaser Fundamental Representations and Warranties means the representations and warranties of the Purchaser Entities set forth in Sections 6.1 (Organization) and 6.2 (Authorization and Enforceability).
Sample 1

Related to Purchaser Fundamental Representations and Warranties

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

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 5.1 (Authority; Enforceability), Section 5.3 (Organization) and Section 5.7 (Brokers).

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

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

  • Parent Fundamental Representations means the representations and warranties set forth in Section 5.1 (Organization; Authority; Enforceability), Section 5.4 (Noncontravention), and Section 5.16 (Brokerage).

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

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

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).

  • Purchaser’s Warranties means the warranties and representations given by the Purchaser pursuant to Clause 5.2 and Schedule 5.2;

  • 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).

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

  • 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).

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • 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.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • 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)).

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • 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.

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

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

  • Additional Representation has the meaning specified in Section 3.

  • Tax Warranties means the warranties set out in Part 2 of Schedule 4;