Seller Fundamental Representations and Warranties definition

Seller Fundamental Representations and Warranties has the meaning set forth in Section 8.1(b).
Sample 1Sample 2Sample 3
Seller Fundamental Representations and Warranties means those representations and warranties (a) of Seller set forth in Section 6.1, Section 6.2, Section 6.3, Section 6.4, Section 6.5(a), and Section 6.9, and (b) of the Company set forth in Section 7.1, Section 7.2, Section 7.3, Section 7.4, Section 7.10(c) and Section 7.36.
Sample 1
Seller Fundamental Representations and Warranties means those representations and warranties of Seller set forth in Section 6.1, Section 6.2, Section 6.3, Section 6.4, Section 6.5(a), Section 6.9, Section 7.1, Section 7.2(a), Section 7.2(b), Section 7.3, Section 7.4(a), Section 7.4(b), Section 7.4(c) and Section 7.39.
Sample 1Sample 2Sample 3

Examples of Seller Fundamental Representations and Warranties in a sentence

  • The representations and warranties set forth in Section 4.4 (Capitalization) shall be true and correct in all material respects, and the Seller Fundamental Representations and Warranties shall be true and correct in all respects, in each case as of the Closing Date with the same effect as though made at and as of such date (except those Seller Fundamental Representations and Warranties that address matters only as of a specified date, the accuracy of which shall be determined as of the specified date).


More Definitions of Seller Fundamental Representations and Warranties

Seller Fundamental Representations and Warranties means any representation or warranty contained in Section 4(b) (Authorization of Transaction), 4(d) (Brokers’ Fees), 4(f) (Capitalization), 4(g) (No Other Subsidiaries or Joint Ventures), 4(j) (Tax Matters), 4(q) (Indebtedness and Encumbrances), 4(r) (Preferential Rights) and 4(u) (Arrangements).
Sample 1Sample 2Sample 3
Seller Fundamental Representations and Warranties has the meaning given such term in Section 11.1(a).
Sample 1
Seller Fundamental Representations and Warranties means the representations and warranties of (i) the Company and Seller set forth in S ection 3.1(a) (Organization), S ection 3.2 (Authority), S ection 3.22 (Title to Purchased Assets) and S ection 3 .23 (Brokers and Finders), (ii) Parent set forth in S ection 4.1 (Organization; Authority), S ection 4.3 (Ownership) and S ection 4.6 (Brokers) and (iii) Morgan Stanley set forth in S ection 5.1 (Organization and Authority).
Sample 1
Seller Fundamental Representations and Warranties means the representations and warranties of (i) the Company set forth in Section 3.1(a) (Organization), Section 3.2 (Authority), the first two sentences of Section 3.3(a) and Section 3.3(b) (Capitalization), Section 3.4(a) (Subsidiaries) and Section 3.23 (Brokers and Finders), (ii) Seller and Parent set forth in Section 4.1 (Organization, Authority), Section 4.3 (Title to the Shares) and Section 4.6 (Brokers) and (iii) Xxxxxx Xxxxxxx set forth in Section 5.1 (Organization and Authority).
Sample 1
Seller Fundamental Representations and Warranties means the representations and warranties of (i) the Company and Seller set forth in Section 3.1(a) (Organization), Section 3.2 (Authority), Section 3.22 (Title to Purchased Assets) and Section3.23 (Brokers and Finders), (ii) Parent set forth in Section 4.1 (Organization; Authority), Section 4.3 (Ownership) and Section 4.6 (Brokers) and (iii) Morgan Stanley set forth in Section 5.1 (Organization and Authority).
Sample 1

Related to Seller 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 4.3.

  • 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).

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

  • 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).

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

  • 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).

  • 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.

  • 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 Representation has the meaning set forth in Section 9.1.

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

  • 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).

  • 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;

  • 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).

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 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 Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

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

  • Seller Warranties means the warranties given by the Seller in Schedule 3;

  • 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.

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

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

  • 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.

  • 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.

  • Tax Warranties means the warranties set out in part 3 of schedule 8 (Tax)

  • Additional Representation has the meaning specified in Section 3.

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

  • 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.