Seller Fundamental Representation definition

Seller Fundamental Representation has the meaning set forth in Section 7.01.

Seller Fundamental Representation means the representations and warranties in Sections 4.01(a) and (b) (Organization and Qualification), 4.01(d) (Capitalization of Purchased Subsidiary), 4.02 (Authority of Sellers), and 4.20 (Brokers).

Seller Fundamental Representation means the representations and warranties contained in Section 3.1, Section 3.3(a), Section 3.4, Section 3.28, Section 4.1, Section 4.2, and Section 4.6.

Examples of Seller Fundamental Representation in a sentence

• Seller’s and the Members’ liability in connection with claims arising from the breach of any Seller Fundamental Representation shall not exceed the consideration actually received by Seller and each Member under this Agreement the “Fundamental Cap”).

• The limitations in the immediately preceding two sentences will not apply to (a) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IV.

• Each Seller jointly and severally represents and warrants to Purchaser on the Execution Date and on the Closing Date the following matters set out in this Article 4; provided, however, to the extent that each representation and warranty of Seller in this Article 4 that is not a Seller Fundamental Representation relates to Assets that are not operated by Seller, each such representation and warranty is expressly limited to the Knowledge of Seller.

• If a Buyer Indemnified Party or Seller Indemnified Party has made a proper claim for indemnification pursuant to Sections 9.2 or 9.3 prior to the Escrow Termination Date or, in the case of a breach of a Seller Fundamental Representation or any representations and warranties in Section 3.7, the Seller Fundamental Representation Termination Date, then such claim (and only such claim), if then unresolved, will survive until such claim is resolved.

• Except for Claims made pursuant to a breach of a Seller Fundamental Representation, all Claims made by Buyer shall be satisfied from the Escrow Account and the escrowed Buyer Shares.

• Notwithstanding the foregoing terms of this Section, (1) Sections 8.3(h)(i) and (ii) do not limit any Liability with respect to any Seller Fundamental Representation, and (2) the amount of Losses hereunder with respect to any Seller Fundamental Representation will not be used in determining if the Threshold or Cap has been reached or exceeded.

• For the avoidance of doubt, all Losses based on, arising out of, regarding or from any items identified in Section 8.2 (other than Section 8.2(A)) or Section 8.3 (other than Section 8.3(A)) that are not covered under the R&W Insurance Policy, including any inaccuracy in or breach of any Company Fundamental Representation or Seller Fundamental Representation or any willful or intentional misrepresentation or fraud, shall be recoverable as set forth in Section 8.5(C) below.

• For the avoidance of doubt, Losses arising out of or resulting from any inaccuracy or breach of a Seller Fundamental Representation shall not be included for the purpose of determining whether the aggregate amount of Losses under Section 11.2(a)(i) exceed the Cap.

• The aggregate amount of Losses (excluding Losses for breaches of any Seller Fundamental Representations) for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) will not exceed $1,000,000 (the “Cap”), provided, that the Cap shall not apply to any Losses for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) with respect to a Seller Fundamental Representation.

• Also, 11.4% suggested that English classes should be taught entirely in English.

More Definitions of Seller Fundamental Representation

Seller Fundamental Representation means any representation or warranty set forth in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.03 (Capitalization and Ownership; Subsidiaries), Section 3.05 (Consents and Approvals) or Section 3.23 (Brokers). 11

Seller Fundamental Representation means any representation or warranty set forth in Sections 3.1 (Organization, Good Standing and Other Matters), 3.2 (Authority), 3.3 (Consents and Approvals; No Violations), 3.4 (Ownership and Transfer of the Acquired Interests), 3.8 (Tax Sharing Agreements) and 3.9 (Brokers).

Seller Fundamental Representation means each representation set forth in Section 3.1(a), Section 3.2, Section 3.4(c), Section 3.5, Section 3.6, Section 3.7(b), Section 3.8(a), Section 3.17(b), Section 3.20 and Section 3.23.

Seller Fundamental Representation means the Seller’s representations and warranties in Section 1, 2, 3, 4 and 27 of Schedule 3.1.

Seller Fundamental Representation means the representations and warranties of Seller set forth in [***].

Seller Fundamental Representation shall have the meaning assigned thereto in Section 3.1.