Fundamental Claim definition

Fundamental Claim means any Warranty Claim involving or relating to a breach of any of the Fundamental Warranties;

Fundamental Claim means a claim against the Seller in respect of any of the Fundamental Warranties; “Fundamental Warranty” means any of the warranties given by Seller in Clauses 1 through 9 of Schedule 3; “Group” means the Company and the Subsidiaries;

Fundamental Claim means any claim for a breach of any of the Fundamental Management Warranties;

Examples of Fundamental Claim in a sentence

• For the avoidance of doubt, if Masco exercises its right to control the defense of any Fundamental Claim in accordance with this Section 6.04(e), Masco shall have sole and exclusive authority to commence, prosecute, manage, control, conduct, defend, settle or otherwise determine all matters of whatever nature (including, as applicable, litigation strategy and choice of legal counsel or other professionals) with respect to such Fundamental Claim.

• Except in the event of a Buyer Fundamental Claim or a Seller Fundamental Claim or breach of covenant, the total limit of liability for any Indemnifying Party to an Indemnified Party shall not exceed $1.5 million and the total limit of liability for any Indemnifying Party to an Indemnified Party in respect of (i) Seller’s breach of the Sufficiency Representation or (ii) any breach of covenant shall not exceed the Purchase Price.

• Notwithstanding the foregoing, the Cap shall not apply to any Fundamental Claim.

• Notwithstanding the foregoing, the Threshold shall not apply to any Fundamental Claim.

• For the avoidance of doubt, except with respect to any New Member Fundamental Claim, any and all risks with respect or in relation to the R&W Insurance Policy, including without limitation the risk that the R&W Insurance Policy will not provide coverage or otherwise not respond to a given claim or to any claim for any reason, shall be borne entirely by the New Member Indemnitee, and the liability of the existing Member shall not in any way be increased by, or otherwise be affected in relation thereto.

More Definitions of Fundamental Claim

Fundamental Claim means a claim against the Seller in respect of any of the Fundamental Warranties;

Fundamental Claim means an indemnification claim based on (i) breach of a Buyer Fundamental Representation or Company Fundamental Representation, (ii) Indemnified Taxes, or (iii) fraud or willful breach.

Fundamental Claim means any claim by the Investor for breach of any of the Fundamental Warranties;

Fundamental Claim means a Claim for or in respect of or in relation to the Warranties contained in paragraphs 1, 2 and 3 (excluding sub-paragraphs 3.5 to 3.7 inclusive) of Schedule 2 or in relation to the warranties given by Calpine and the Seller Guarantor in clause 8.6 (other than clause 8.6.5);

Fundamental Claim means any Third Party Claim or Action (i) brought by or on behalf of any Governmental Authority (including any Third Party Claim or Action alleging criminal misconduct), (ii) involving a class of plaintiffs seeking certification or (iii) that could, in Masco’s good faith opinion, have an adverse impact on the Masco Business or interests of any member of the Masco Group in any material respect.

Fundamental Claim means any Third Party Claim or Action asserted in whole or in part against any member of the TopBuild Group (i) brought by or on behalf of any Governmental Authority, (ii) any Third Party Claim or Action alleging criminal misconduct, (iii) involving a class of plaintiffs seeking certification or (iv) that could, in Masco’s good faith opinion, have an adverse impact on the Masco Business or interests of any member of the Masco Group in any material respect.

Fundamental Claim shall have the meaning set forth in Section 9.4(b).