Seller Fundamental Reps definition

Seller Fundamental Reps means the representations and warranties of Seller set forth in Section 3.2 (Capitalization of the Sold Companies), Section 3.3 (Seller Options), Section 3.4 (Authority), Section 3.8 (Taxes), Section 3.12(a) (Appropriate Division of Assets) and Section 3.23 (Brokers and Other Advisors).

Seller Fundamental Reps has the meaning set forth in Section 11.1;

Seller Fundamental Reps means those representations and warranties contained in the first sentence of Section 5.01 (Organization and Entity Power), Section 5.02 (Authorization), Section 5.03 (Title to Shares), and Section 5.07 (Brokerage).

Examples of Seller Fundamental Reps in a sentence

• The Seller Fundamental Reps and Purchaser Fundamental Reps shall survive until 60 (sixty) days after the applicable statute of limitations or, if a statute of limitations does not apply with respect to such representation and warranty, until the eight (8) year anniversary of the Closing Date.

• Except for Fraud Claims or claims for indemnification with respect to any inaccuracy in or breach of any of the Seller Fundamental Reps, the maximum indemnification amount to which the Buyer Indemnitees may be entitled under Section 8.1(a) shall be an amount equal to Two Million Five Hundred Sixty Two Thousand Five Hundred Dollars ($2,562,500) (the “Cap”).

• The Seller Fundamental Reps will survive the Closing and continue in full force and effect until the end of the Royalty Term; provided, that recovery for any breach of a Seller Fundamental Rep from and after the date that is sixty (60) months after the Closing Date shall be limited to the right to exercise set-off rights against any payments of Royalties pursuant to Section 7.02(i)(B).

• If no deviations occur in that reporting period then the owner or operator shall report a negative declaration including the following information: 1) Emission Unit number and Control ID number;2) The beginning and ending date of the reporting period;3) Identification of the operating parameters being monitored;4) Number, duration, and cause of all exceedances of the parameters; and5) Description of the corrective action taken for each exceedance.

More Definitions of Seller Fundamental Reps

Seller Fundamental Reps has the meaning set forth in Section 8.04(a).

Seller Fundamental Reps is defined in Section 6.1(a). “Seller Indemnified Party” is defined in Section 6.3. “Seller” is defined in the preamble.

Seller Fundamental Reps has the meaning set forth in Section 9.1. "Seller Indemnified Person" has the meaning set forth in Section 9.2(b). “Seller Officer’s Certificate” has the meaning set forth in Section 7.2(s). “Seller Secretary’s Certificate” has the meaning set forth in Section 7.2(t). “Seller’s 401(a) Plan” shall have the meaning set forth in Section 5.11.

Seller Fundamental Reps means those representations and warranties contained in Section 4.01 (Organization and Organizational Power), Section 4.02 (Authorization), Section 4.03 (No Contravention), Section 4.06 (Title to Transferred Assets) and Sections 4.09(b), (c), (f), (j), (k) and (m) (Intellectual Property).

Seller Fundamental Reps is defined in Section 6.1(a).

Seller Fundamental Reps is defined in Section 9.1(a).

Seller Fundamental Reps has the meaning set forth in Section 13.1. “Seller Intellectual Property” has the meaning set forth in Section 2.1(e).