Fundamental Claims definition

Fundamental Claims has the meaning set forth in Section 9.2(c).

Fundamental Claims means claims for breaches or inaccuracies of any Fundamental Representations.

Fundamental Claims has the meaning set forth in Section 10.6(a).

Examples of Fundamental Claims in a sentence

• Except for Indemnifiable Damages arising out of or resulting from any Shareholder Fundamental Claims, the indemnification payments to be made to Indemnified Parties under this Article IX shall first be made by application for and recovery from the Indemnity Holdback Amount in the Indemnity Holdback Fund until the Indemnity Holdback Amount in the Indemnity Holdback Fund is exhausted.

• The representations and warranties made by the Shareholders in Article III shall survive the Closing until the date that is 15 months following the Satisfaction Date; provided that (i) the Shareholder Fundamental Representations and the Shareholder Fundamental Claims shall survive until the expiration of the applicable statute of limitations.

• The survival period for Fundamental Claims shall be the applicable statute of limitations.

• The liquidity position of Unilever Nigeria in 2009 remained strong and improved over 2008.

• With respect to Indemnifiable Damages arising out of or resulting from any Shareholder Fundamental Claims, the Indemnified Parties shall seek recovery first from the applicable Indemnifying Party that has breached its representations, warranties, covenants, agreements or obligations under this Agreement, and second, if such Indemnifying Party is unable to satisfy its indemnification obligations to the Indemnified Parties, then from such Indemnifying Party’s Pro Rata Share of the Indemnity Holdback Amount.

More Definitions of Fundamental Claims

Fundamental Claims means Company Fundamental Claims or Shareholder Fundamental Claims in excess of the amount then available in the Indemnity Holdback Fund.

Fundamental Claims means all claims made by the Buyer Indemnified Persons pursuant to: (a) Section 10.01(a)(i); (b) Section 10.01(b)(i) for the breach of a Fundamental Representation and Warranty; and (c) Section 10.01(b)(iii).

Fundamental Claims has the meaning given in Section 8.1(b).

Fundamental Claims is defined in Section 6.2(c).

Fundamental Claims means any claim for indemnification, compensation or reimbursement by any Indemnitee against Seller under Article VIII: (a) for inaccuracies in or breaches of any of the representations and warranties made by Seller in Sections 3.2 (Authority), 3.6(b) (Title to Assets), 3.12 (Taxes), 3.13 (Intellectual Property), 3.19 (Labor Matters) and 3.20 (Employee Benefit Plans) of the Agreement; (b) pursuant to Section 8.2(b) of the Agreement; (c) pursuant to Section 8.2(c) of the Agreement; or (d) pursuant to Section 8.2(d) of the Agreement.

Fundamental Claims means Claims of Buyer against Sellers or the Stockholder for fraud, active concealment, or willful misconduct on the part of the Sellers, their respective board of directors, managers (or similar governing body) or their officers or managers, or on the part of the Stockholder made in connection with this Agreement and the transactions contemplated hereby.

Fundamental Claims has the meaning set out in Clause 9.2.1(a);