Claims for Fraud Sample Clauses

Claims for Fraud. Notwithstanding any of the other provisions of this Article 6, all Claims for fraud, intentional misrepresentation or wilful misconduct shall not become time-barred and shall continue indefinitely and shall not be subject to any monetary limitation.
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Claims for Fraud. Notwithstanding any of the other provisions of this Article 7, all Claims for fraud, intentional misrepresentation or wilful misconduct or Claims arising out or resulting from Section 7.04(1)(c) shall not become time-barred and shall continue indefinitely and shall not be subject to any monetary limitation. For avoidance of doubt, the obligations of any Vendor or ViroChem Employee pursuant to this Section 7.05 with respect to and Claim for fraud, intentional misrepresentation or wilful misconduct by the Corporation is joint and not solidary (in which case, such Vendor’s or such ViroChem Employee’s liability shall be limited to such Vendor’s or ViroChem Employee’s proportionate share of such Claim as set forth in Column 4 of Schedule 2.02(a)), and with respect to such Vendor’s or ViroChem Employee’s own fraud, intentional misrepresentation or wilful misconduct is individual and separate and not joint or solidary (in which case such Vendor or ViroChem Employee shall be solely liable for the full amount of such Claim).
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Claims for Fraud. Notwithstanding any provisions of this Section 11.6 to the contrary, the limitations contained paragraphs (a), (b) and (c) of this Section 11.6 shall not apply to any claims under Section 12.19.
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Claims for Fraud. With respect to Losses under Section 9.1(e), Section 9.2(c), or Section 9.3(d), Buyer shall be entitled to proceed against and pursue recovery from the applicable Company Securityholders without having to first proceed against the R&W Insurance Policy or to first pursue or otherwise exhaust recovery or other remedies thereunder, in which case, the applicable Company Securityholders shall, severally and not jointly, in accordance with their respective Indemnification Pro Rata Percentage, indemnify Buyer Indemnified Parties for such Losses by direct payment, subject to the aggregate amount limitation set forth in Section 9.5(c). The Company Securityholders acknowledge and agree that the R&W Insurance Policy provides the R&W Insurer with certain rights against the Company Securityholders in relation to Company Securityholders’ Fraud, including rights of subrogation, and that nothing in this Section 9.8(c) shall be construed as limiting or waiving any of the R&W Insurer’s rights against the Company Securityholders in relation to Company Securityholders’ Fraud. Notwithstanding the foregoing, in the event a Buyer Indemnified Party brings a claim under Section 9.1(e), Section 9.2(c), or Section 9.3(d), Buyer shall, and shall cause each other Buyer Indemnified Party to, concurrently pursue such claim under the R&W Insurance Policy so long as the Buyer Indemnified Party, in good faith, does not believe that recovery under the R&W Insurance Policy is unlikely; provided, however, that, in the event such a claim is pursued under the R&W Insurance Policy and such claim is ultimately denied, such Buyer Indemnified Party’s expenses in pursuing such claim under the R&W Insurance Policy shall be additional Losses in connection with the claim made against the applicable Company Securityholders under Section 9.1(e), Section 9.2(c), or Section 9.3(d), as appropriate.
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Claims for Fraud. Notwithstanding anything to the contrary set forth in this Article VIII, to the extent that any Acquiror Indemnified Party makes a claim solely and directly against any Former Target Shareholder for fraud, such claim and any notices, negotiations, defense or settlements of such claim may only be made to and against such Former Target Shareholder and the Shareholders Representative shall have no authority to receive notices, compromises or settlements or to defend or take any other action on behalf of such Former Target Shareholder.
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Claims for Fraud. (c) For the avoidance of doubt, except with respect to matters provided for in this Agreement and the Released Claims as provided in Section 5(a), nothing herein shall (i) prejudice the rights of any Party to enforce its rights under the Purchase Agreement and the Related Agreements and all such rights are fully and completely reserved or (ii) release any Party from any of its obligations under the Purchase Agreement or the Related Agreement including with respect to the sale, transfer, assignment, conveyance and delivery of all of Seller’s rights, interests, obligations and duties in respect of the MSRPA Servicing Rights to Buyer which shall be effected pursuant to the MSRPA in accordance with Section 2.1 of the Purchase Agreement.
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Related to Claims for Fraud

  • Claims for Benefits All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive’s claim has been denied.

  • No Entitlement or Claims for Compensation By accepting this Agreement, you hereby acknowledge and agree as follows:

  • Claims for Indemnification In the event of the occurrence of any event which any Party asserts is an indemnifiable event pursuant to this Article 8, the Party claiming indemnification (the "Indemnified Party") shall provide prompt notice to the Party required to provide indemnification (the "Indemnifying Party"), specifying in detail the facts and circumstances with respect to such claim and the basis for which indemnification is available hereunder. If such event involves the claim of any third party, the Indemnifying Party shall have the right to control the defense of settlement of such claim; provided, however, that (a) the Indemnified Party shall be entitled to participate in the defense of such claim at its own expense, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (c) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party; provided that the Indemnified Party shall provide written notice to the Indemnifying Party of its election to assume control over the defense of such claim pursuant to this Section 8.4 if the Indemnifying Party is entitled but fails to assume control over the defense of a claim as provided in this Section 8.4. If the Indemnified Party assumes control of the defense of a claim as permitted hereunder, the Indemnified Party shall obtain the prior written approval of the Indemnifying Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnifying Party. In the event that the Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Article 8, the Indemnifying Party shall, upon payment of such indemnity in full, be subrogated to all rights of the Indemnified Party with respect to the claim to which such indemnification relates.

  • Claims for Indemnity Whenever a claim shall arise for which any party shall be entitled to indemnification hereunder, the indemnified party shall notify the indemnifying party in writing within sixty (60) days of the indemnified party's first receipt of notice of, or the indemnified party's obtaining actual knowledge of, such claim, and in any event within such shorter period as may be necessary for the indemnifying party or parties to take appropriate action to resist such claim. Such notice shall specify all facts known to the indemnified party giving rise to such indemnity rights and shall estimate (to the extent reasonably possible) the amount of potential liability arising therefrom. If the indemnifying party shall be duly notified of such dispute, the parties shall attempt to settle and compromise the same or may agree to submit the same to arbitration or, if unable or unwilling to do any of the foregoing, such dispute shall be settled by appropriate litigation, and any rights of indemnification established by reason of such settlement, compromise, arbitration or litigation shall promptly thereafter be paid and satisfied by those indemnifying parties obligated to make indemnification hereunder.

  • Claims and Legal Actions Except for any FCC rulemaking proceedings generally affecting the broadcasting industry, and except as set forth on Schedule 3.4, to the best of Seller's knowledge, there is no claim, legal action, counterclaim, nor any order, decree or judgment, in progress or pending, or to the knowledge of Seller threatened, against or relating to Seller with respect to its ownership or operation of the Station or otherwise relating to the Assets or the business or operations of the Station, nor does Seller know or have reason to be aware of any basis for the same. In particular, but without limiting the generality of the foregoing, and except as forth on Schedule 3.14, to the best of Seller's knowledge, there are no applications, complaints or proceedings pending or, to the best of its knowledge, threatened (i) before the FCC relating to the business or operations of the Station other than rule making proceedings which affect the radio industry generally, (ii) before any federal or state agency relating to the business or operations of the Station involving charges of illegal discrimination under any federal or state employment laws or regulations, or (iii) before any federal, state, or local agency relating to the business or operations of the Station involving zoning issues under any federal, state, or local zoning law, rule, or regulation.

  • No Actions, Claims, Etc As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

  • Claims and Litigation No pending or, to the Company's knowledge, threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan other than normal benefit claims filed by participants or beneficiaries.

  • Disputes and Litigation There is no suit, action, litigation, ------------------------- proceeding, investigation, claim, complaint, or accusation pending, threatened against or affecting KINA OLE or any of its properties, assets or business or to which KINA OLE is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect KINA OLE or any of its properties, assets or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting KINA OLE or any of its properties, assets or business. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of KINA OLE or any such person's heirs, executors or administrators as against KINA OLE.

  • Claims Procedure An Executive or Beneficiary (“claimant”) who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows:

  • Claims Procedures Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:

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