Sellers Fundamental Warranties definition
Sellers Fundamental Warranties means the Warranties of the Sellers set forth in Section III.1 (Existence and Power), Section III.2 (Authorisation; No Contravention), Section III.3 (Title to Purchased Shares), Section 3.4 (Governmental Authorisation; Third Party Consents), Section 3.5 (Binding Effect), Section 3.6 (Litigation; Orders), Section 3.7 (No Government Officials) and clauses (b), (c) and (d) of Section 3.8 (Compliance with Laws; Anti-Bribery Laws).
Sellers Fundamental Warranties means, with respect to the representations and warranties set forth in Section 3.1 (Organization, Standing and Authority), Section 3.2 (Capital Structure) (other than the last sentence of Section 3.2(a)), Section 3.3 (Subsidiary Equity Holdings) and Section 3.4 (Corporate Authorization and Binding Effect) and, solely for purposes of Section 8.1, Section 3.12 (No Brokers).
Sellers Fundamental Warranties means the Warranties set out in paragraph 1 and paragraph 2 of Schedule 4 (Warranties);
Examples of Sellers Fundamental Warranties in a sentence
Each of the Sellers Fundamental Warranties and Company Fundamental Warranties shall be true and correct as of the Closing Date.
Each of the Sellers Fundamental Warranties shall be true and correct as of the Closing Date.
The Sellers' Fundamental Warranties shall be deemed to be repeated as of the Closing Date by reference to the facts and circumstances then existing.
The remedies provided for in this clause 10 shall exclude any other claim for damages, reduction of the consideration paid for the Shares or any other remedy against the Sellers which could otherwise be available by Law for any breach of any of the Sellers' Fundamental Warranties or any other obligation of the Sellers under this Agreement except as set out in clause 12.
Subject to the provisions of this clause 10, the Sellers shall compensate the Buyer for any Loss which the Buyer or any Group Company incurs as a result of any breach of any of the Sellers' Fundamental Warranties or any of the Sellers' obligations under this Agreement (together with any claim under clauses 12.2, 12.3 and 12.4 each a "Covered Loss").
More Definitions of Sellers Fundamental Warranties
Sellers Fundamental Warranties means, with respect to the representations and warranties set forth in Section 3.1 (Organization, Standing and Authority), Section 3.2 (Capital Structure) (other than the last sentence of Section 3.2(a)), Section 3.3 (Subsidiary Equity Holdings) and Section 3.4 (Corporate Authorization and Binding Effect) and, solely for purposes of Section 8.1, Section 3.12 (No Brokers). “Shared Software” means all software, firmware and middleware (in each case, in object code and source code) owned by the Bank or any of the Transferred Subsidiaries and used in the businesses of the Seller and its Affiliates (other than the Bank and the Transferred Subsidiaries, but including (i) the businesses conducted by the Bank and the Subsidiaries described in Schedule 4 attached hereto, and (ii) the Excluded Assets and Liabilities). “Shares” has the meaning set forth in the Recitals. “Special Dividend Amount” means an amount equal to the maximum amount approved by the OCC for the declaration and payment of a dividend by the Bank or any other return of, or reduction in, the Bank’s capital in connection with the consummation of the Transactions; provided that (a) the Special Dividend Transaction shall not result in the Estimated Closing TBV being more than the Maximum Closing TBV and (b) if the Special Dividend Transaction would result in the Estimated Closing TBV being less than the Target Closing TBV, then the Special Dividend Amount shall be reduced to an amount so that the Special Dividend Transaction would result in the Estimated Closing TBV being equal to the Target Closing TBV. “Special Dividend Approval” has the meaning set forth in Schedule 3. “Special Dividend Transaction” has the meaning set forth in Section 5.15.
Sellers Fundamental Warranties means any of the Sellers’ representations and warranties set forth in Sections 7.1.1 (“Organization; Power and Authority; Enforceability”) and/or 7.1.4 (“Shares; No Other Shares; Title to Shares”);
Sellers Fundamental Warranties means the warranties set out in paragraphs 1, 2, 3, 8.7, 13 and 23 of Schedule 3 (Sellers’ Warranties) given by each Seller in respect of itself only, such Seller’s Relevant Shares and the relevant member of the Target Group and "Sellers’ Fundamental Warranty" shall be construed accordingly;
Sellers Fundamental Warranties means any of the Sellers’ representations and warranties set forth in Sections 8.1.1 (“ Power and Authority of the Sellers; Enforceability ”) and 8.1.4 (“ Title to the Shares and to the shareholding interests in the Subsidiaries ”).
Sellers Fundamental Warranties has the meaning set forth in Section 6.01(a) “Shares” has the meaning set forth in the recitals. “Specified Claims” means any claims for indemnification under Section 6.02(a) arising out of or relating to any of the following matters: (i) any failure to comply with any non-US Laws related to labor, employment, employee benefits, or the provision of services or any contractual agreements with respect to any non-US employees, contractors or other service providers; (ii) any failure to comply with the California Consumer Privacy Act; (iii) non- compliance with applicable import regulations and duties; (iv) any failure of any Benefit Plan to comply with the requirements of the Patient Protection and Affordable Care Act, and the regulations promulgated thereunder; or (v)
Sellers Fundamental Warranties means the Warranties set out in paragraphs 1 (excluding paragraph 1.4), 2 (excluding paragraph 2.2) and 3 (excluding paragraph 3.3(d)) of Schedule 3.