Fundamental Claim definition

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

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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 against the Seller in respect of any of the Fundamental 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.
Notwithstanding the foregoing, the Cap shall not apply to any 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.
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.
Except with respect to a Fundamental Claim for breach of any of a Seller’s Fundamental Representations (for which only the Seller in default shall be severally liable), each Seller shall be proportionately responsible for its or his Pro Rata Share of a Finally Determined General Claim or Fundamental Claim.

More Definitions of Fundamental Claim

Fundamental Claim means any claim for a breach of any of the Fundamental Management 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 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 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 Third Party Claim or Action (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. Defined in Section 11.4(c).