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 a Claim for breach of a Fundamental Warranty.

Examples of Fundamental Claim in a sentence

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

• For Losses incurred as a result of any Fundamental Claim but subject to the [*] limit on the overall aggregate liability of an Indemnitor hereunder, the maximum aggregate liability of the applicable Indemnitor under Section 8.2(a)(i) or 8.2(b)(i) shall not exceed [*].

• 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.

• The Sellers shall not be liable in respect of any Claim or Fundamental Claim to the extent that the claim arises or the value of the claim is increased as a result of a change in any law, legislation, rule or regulation (including any new law, legislation, rule or regulation) that comes into force or otherwise takes effect after the date of this agreement.

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

More Definitions of Fundamental Claim

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 a claim against the Seller in respect 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 claim by the Investor for breach 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 any claim made by the Subscriber for breach of the Fundamental Warranties;

Fundamental Claim means any claim for breach of any of the Fundamental Warranties; "Fundamental Warranties" means the warranties given in Part 1 of Schedule 2; "General Claim" means any claim for breach of any of the General Warranties; "General Warranties" means the Warranties set out in Part 2 of Schedule 2 and "General Warranty" shall be construed accordingly; "Indebtedness" means in respect of the Target Group the aggregate amount (expressed as a positive number) of all borrowings and indebtedness in the nature of borrowings as at the Effective Time, including: (i) the bank overdrafts, and any other loans (including directors, employees or related parties' loans) by way of acceptance credit or similar facilities, loan stock, bonds,