Fundamental Indemnification definition

Fundamental Indemnification means Indemnification to which a Buyer Indemnified Party is entitled pursuant to Section 7.2(a) with respect to (a) representations and warranties made in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.9, 3.13(f), 3.17(d) and 3.25, the second sentence of Section 3.12, and the second, third and fourth sentences of Section 3.13, and (b) the covenants under Section 5.14.
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Examples of Fundamental Indemnification in a sentence

  • The aggregate liability of each Seller Party for Losses in respect of a breach of a Fundamental Representation shall not exceed the Purchase Price (the “Fundamental Indemnification Cap”); provided, however, the foregoing Fundamental Indemnification Cap shall not apply in the case of fraud or intentional misrepresentation.

  • Any amount paid by or on behalf of Buyer pursuant to this Article 12 shall reduce the remaining amounts under both the Buyer General Indemnification Limit and the Buyer Fundamental Indemnification Limit.

  • The Buyer Indemnified Parties shall not be entitled to General Indemnification for any Losses or Claims that, when added to all Losses and Claims for which Indemnification has already been made by Seller (whether for General Indemnification or Fundamental Indemnification), would exceed an amount equal to fifty percent (50%) of the Purchase Price as adjusted by any refunds or payments actually made pursuant to Section 2.5 (the "General Indemnification Limit").

  • Any amount paid by or on behalf of Seller pursuant to this Article 12 shall reduce the remaining amounts under both the Seller General Indemnification Limit and the Seller Fundamental Indemnification Limit (other than amounts paid by or on behalf of Seller with respect to Excluded Taxes, Unpaid Seller Expenses, Company Closing Debt, the Cash Distribution, the Arris Agreement, or fraud, intentional misrepresentation or Willful Breach).

  • There shall be no limitation on when a claim may be asserted pursuant to Section 7.3(a)(i) for Fundamental Indemnification or pursuant to Section 7.3(a)(v).

  • For the avoidance of doubt, neither the Deductible, General Indemnification Cap nor the Seller Fundamental Indemnification Cap shall apply for any Losses due to or arising out of (i) fraud or willful misconduct or (ii) any Excluded Liabilities or Excluded Assets.

  • For the avoidance of doubt, neither the General Indemnification Cap nor the Buyer Fundamental Indemnification Cap shall apply for any Losses due to or arising out of: (i) fraud or willful misconduct; (ii) Losses pursuant to Section 7.03(b); or (iii) Losses pursuant to Section 7.03(c), including, without limitation, any Assumed Liabilities or Purchased Assets (subject to Section 7.06(b)(ii) below).

  • The Seller Indemnified Parties shall not be entitled to General Indemnification for any Losses or Claims that, when added to all Losses and Claims for which Indemnification has already been made by Buyer (whether for General Indemnification or Seller Fundamental Indemnification), would exceed the General Indemnification Limit.

  • Notwithstanding the provisions of Sections 9.6(a) and 9.6(b), Sections 9.6(a) and 9.6(b) shall not apply to (i) indemnity claims attributable to the fraud of Seller, (ii) any Fundamental Indemnification Claim, (iii) any Tax Claim, or (iv) any indemnity claim under Sections 9.2(b) or 9.2(c).