Purchasers Fundamental Warranties definition

Purchasers Fundamental Warranties means the Warranties set forth in Section V.1 (Existence and Power), Section V.2 (Authorisation; No Contravention), Section 5.3 (Binding Effect) and Section 5.4 (Litigation; Orders).
Sample 1Sample 2Sample 3
Purchasers Fundamental Warranties means those representations and warranties set forth in Section 4.1 (Organization, Standing and Authority), Section 4.2 (Capital Structure), Section 4.3 (Corporate Authorization and Binding Effect), Section 4.4 (Regulatory Filings; No Defaults), Section 4.9 (Availability of Funds) and Section 4.10 (Investment) and, solely for purposes of Section 8.1, Section 4.8 (No Brokers).
Sample 1Sample 2
Purchasers Fundamental Warranties means those representations and warranties set forth in Section 4.1 (Organization, Standing and Authority), Section 4.2 (Capital Structure), Section 4.3 (Corporate Authorization and Binding Effect), Section 4.4 (Regulatory Filings; No Defaults), Section 4.9 (Availability of Funds) and Section 4.10 (Investment) and, solely for purposes of Section 8.1, Section 4.8 (No Brokers). “Real Property” has the meaning set forth in Section 3.8(b). “Receiving Party” has the meaning set forth in Section 5.5. “Registered” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or internet domain name registrar. “Registration Rights Agreement” has the meaning set forth in Section 5.22. “Related Party Contracts” means any Contract by the Bank or any Transferred Subsidiary with either Seller or any of its Affiliates (other than the Bank or any Transferred Subsidiary). “Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Substance into the environment. “Replacement Award” has the meaning set forth in Section 5.10(h). “Reports” has the meaning set forth in Section 3.9(a)(iv). “Representatives” means, with respect to any Person, such Person’s, or such Person’s Subsidiaries’, directors, officers, employees, accountants, investment bankers, agents, attorneys and other advisors or representatives (including the employees or attorneys thereof). “Requisite Regulatory Approvals” has the meaning set forth in Section 5.3(a).
Sample 1Sample 2

Examples of Purchasers Fundamental Warranties in a sentence

  • Each of the Purchasers Fundamental Warranties shall be true and correct as of the Closing Date.


More Definitions of Purchasers Fundamental Warranties

Purchasers Fundamental Warranties means, with respect to the Purchasers’ Warranties, those in Section 4.1(a), (b) and (c) (Organization, Authorization, Enforceability, Non-Contravention), Section 4.2 (Financing) and Section 4.4 (Finder’s Fees);
Sample 1Sample 2
Purchasers Fundamental Warranties means the warranties set out in paragraphs 1, 2 and 4 of Schedule 5 (Purchasers’ Warranties) given by the Purchasers and "Purchasers’ Fundamental Warranty" shall be construed accordingly;
Sample 1

Related to Purchasers Fundamental Warranties

  • 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 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).

  • 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 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).

  • 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).

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

  • 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).

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

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

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

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

  • 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.

  • 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 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.

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

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

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

  • 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.

  • 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.

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

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

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

  • Buyer Parties means Buyer, Owner, the Lenders and each of their Affiliates and all of their respective directors, officers, agents, advisors, engineers, contractors, consultants, representatives, assigns, employees and any other Person acting on behalf of any of them or in representation, interest, benefit thereto.

  • Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.