Seller Fundamental Warranties definition

Seller Fundamental Warranties means the representations and warranties set forth in Section 3.1 (Organization), Section 3.2(a) and Section 3.2(b)(i) (Authority; No Violation), Section 3.3 (Consents and Approvals), Section 3.4 (Legal and Regulatory Proceedings) and Section 3.5 (Title to Bank Common Stock) and Section 3.6 (Broker’s Fees).

Seller Fundamental Warranties means the Seller Capacity Warranties and the Seller Title Warranties;

Seller Fundamental Warranties means the representations and warranties set forth in Sections 2.01(a), 2.01(b), 2.02, 2.03, 2.04(a)(i), 2.27, 3.01, 3.02, 3.03(a) and 3.04.

Examples of Seller Fundamental Warranties in a sentence

• The Warranties set out at Part 1 of Schedule 8 (Seller Fundamental Warranties) and Part 1 of Schedule 9 (Integumen Fundamental Warranties) are to be considered the Fundamental Warranties and the provisions relating to Fundamental Warranties shall apply to such warranties.

• The representations and warranties of each Party contained in this Agreement shall survive the Closing for a period of eighteen months after the Closing, except that (a) the Tax Warranties and the Employee Warranties shall survive until the Statute of Limitations Date, and (b) the Seller Fundamental Warranties and the Buyer Fundamental Warranties shall survive indefinitely.

• Unless and until the amount of Losses in respect of any individual indemnification claim under Section 9.2(a) (other than claims based upon, resulting from, arising out of or relating to Seller Fundamental Warranties) or Section 9.2(c) arising from any particular inaccuracy in or breach of any representation or warranty of Seller in this Agreement exceeds R$125,000 (the “Per Claim Threshold”), such Losses below the Per Claim Threshold shall not be counted toward the Indemnification Threshold.

• All Seller Fundamental Warranties shall survive for a period of 10 (ten) years after the Initial Closing Date and the Company Fundamental Representations and the Purchaser Fundamental Representations shall survive for a period of five (5) years after the Initial Closing Date, and the representations and warranties in Section 4.24 shall survive for seven (7) years.

• The Seller Fundamental Warranties shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date as if made on and as of such date.

More Definitions of Seller Fundamental Warranties

Seller Fundamental Warranties means the representations and warranties set forth in Section 4.1, Section 4.2, Section 4.3, Section 4.4 and Section 4.5.

Seller Fundamental Warranties means, with respect to the representations and warranties set forth in Section 3.1 (Seller Bank; Organization, Standing and Authority), Section 3.2 (Seller Bank; Capital Structure), Section 3.3(b) (Seller Bank; Seller Bank’s Subsidiaries), Section 3.4 (Seller Bank; Corporate Authorization and Binding Effect), Section 3.12 (Seller Bank; No Brokers), Section 4.1 (Seller; Organization and Standing), Section 4.2 (Seller; Ownership of Shares), Section 4.3 (Seller; Corporate Authorization and Binding Effect), and Section 4.5 (Seller; No Brokers).

Seller Fundamental Warranties means those representations and warranties of Seller set forth in Section 3.1 (Organization and Authority of Seller), Section 3.2 (Organization and Authority of the Acquired Companies), Section 3.3 (Capitalization; Organizational Documents), Section 3.4 (Subsidiaries), Section 3.5(a)(i) (No Conflicts) and Section 3.23 (Brokers).

Seller Fundamental Warranties means the warranties and undertakings set out at Schedule 4 and each a “Seller Fundamental Warranty”;

Seller Fundamental Warranties shall have the meaning as set forth in Clause 6.1.

Seller Fundamental Warranties means the representations and warranties set forth in Sections 3.01, 3.02(a), 3.03(a), 3.03(b) (i), 3.03(c), 3.04(a), 3.04(c), 3.24, 4.01, 4.02(a), 4.02(b)(i), 4.02(c), 4.03 and 4.05.

Seller Fundamental Warranties has the meaning set forth in Section 9.1.