Seller Fundamental Representations and Warranties definition

Seller Fundamental Representations and Warranties means those representations and warranties of Seller set forth in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.18, Section 3.21 and Section 3.23.
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Seller Fundamental Representations and Warranties has the meaning set forth in Section 8.1(b).
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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.
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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).

  • For the avoidance of doubt, the limitations set forth in this Section 9.4(b) shall not apply to any indemnification obligations arising in connection with Seller Fundamental Representations and Warranties.

  • The aggregate amount of all Losses for which an Indemnifying Party shall be liable for a breach of Fundamental Representations and Warranties (to the extent not covered by the R&W Insurance Policy with respect to Seller Fundamental Representations and Warranties) shall not exceed the Purchase Price less the Cash Reimbursement Amount.

  • Buyer hereby acknowledges and agrees that Buyer’s sole recourse for any Losses arising pursuant to Section 8.02(a) (other than in connection with a breach of Seller Fundamental Representations and Warranties or in connection with any fraud, intentional misrepresentations or willful misconduct) shall be limited to the Seller Cap and the amounts available for recovery under the R&W Insurance Policy.


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).
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Seller Fundamental Representations and Warranties has the meaning given such term in Section 11.1(a)(ii).
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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).
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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).
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Seller Fundamental Representations and Warranties means the representations and warranties set out in Sections 3.1(1) to 3.1(5), 3.1(26) and 3.1(33).
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Related to Seller Fundamental Representations and Warranties

  • 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).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • 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).

  • 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).

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