Fundamental Claims definition

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

Fundamental Claims means Indemnifiable Claims arising from breaches or inaccuracies of any Fundamental Representations.

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

Examples of Fundamental Claims in a sentence

• Notwithstanding any other provision of this Section 5.19, any Earnout Consideration payment is subject to Acquirer’s right to set off against that Earnout Consideration to recover Indemnifiable Damages related to Fundamental Claims and Set-off Claims pursuant to and subject to the limitations set out in Article 8.

• Claims (other than Fundamental Claims and Set-off Claims) may be satisfied solely from the Escrow Fund.

• Fundamental Claims may be satisfied from the Escrow Fund, or (after they have first been sought to be recovered from the Escrow Fund, if the Escrow Fund is exhausted or fully reserved for disputed claims) by offset against Earnout Consideration or may be brought directly against the Merger Consideration Recipients if the Escrow Fund and rights to offset against Earnout Consideration have been exhausted.

• No provision for Taiwan Income Tax has been made as the Group does not have assessable profit arising in Taiwan for both periods.

• Maximum aggregate limit The Founders and Company shall not be liable for a Company Claim from a Claiming Subscriber in an amount exceeding: in respect of Fundamental Claims, 100% of the Subscription Amount paid by such Claiming Subscriber as set out next to its name Part 3 of Schedule 1 of this Agreement; or in respect of Company Claims other than Fundamental Claims, [●]% of the Subscription Amount paid by such Claiming Subscriber as set out next to its name Part 3 of Schedule 1 of this Agreement.

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); (b) Section 10.01(b)(i) for the breach of a Fundamental Representation and Warranty; and (c) Section 10.01(b)(iii).

Fundamental Claims. 8.3(c) “Government Contract” 2.15(a)(xxvi) “Escrow Fund” 8.1(a)

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

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 given in Section 12.3.l(d);

Fundamental Claims. Is defined in Section 7.3(a).