Fraud and Willful Misconduct Clause Samples
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Fraud and Willful Misconduct. Iridium may, at any time beyond the warranty period set forth above, require Seller to remedy by correction or reperformance, without cost to Iridium, any failure by Seller to comply with the requirements of this Article, if the failure is due to fraud or willful misconduct on the part of Seller.
Fraud and Willful Misconduct. The limitations set forth under Sections 10.2 and 10.3 and their subsections shall not apply in case of fraud or willful misconduct (dolo), provided that any allegation made by any Governmental Authority that the transactions carried out in connection with the Special Tax Matters were fraudulent shall not be deemed to be carved out hereunder.
Fraud and Willful Misconduct. Nothing in this Article 8 shall limit the rights of any Buyer Indemnified Party to recovery in respect of any Losses or Taxes arising out of or resulting from fraud or willful misconduct.
Fraud and Willful Misconduct. Notwithstanding anything in this Article VII to the contrary, in the event of any breach of a representation, warranty, covenant or agreement by the Company or any Member that results from fraud or Willful Misconduct, then (i) such representation, warranty, covenant or agreement will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and will continue in full force and effect for the period of the applicable statute of limitations without regard to any survival period set forth in Section 7.1, (ii) the limitations set forth in Sections 7.2(b) shall not apply to any Loss that the Buyer Indemnified Parties may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with any such breach, and (iii) as set forth in Section 7.2(b)(iii), the recovery of such Losses are not required to be paid first out of the Escrow Funds nor shall Buyer be required to setoff any Earnout Amount owed by Buyer.
Fraud and Willful Misconduct. None of the limitations contained in this Clause 12 shall apply in case of fraud or wilful misconduct (“bedrog” / “dol”) by any Seller, including any Seller’s active participation in fraud or wilful misconduct (“bedrog” / “dol”) by any Group Company. 13 Claims by the Purchaser
Fraud and Willful Misconduct. For the avoidance of doubt, nothing in this ARTICLE IX shall limit any Indemnified Party’s right to bring an action in a court of law or equity alleging fraud or willful misconduct in connection with the transactions contemplated hereby that are otherwise available to such Indemnified Party and to recover Losses from any other Party hereto awarded by such court with respect thereto and the survival expiration periods set forth in Section 9.1 and the limitations set forth in Section 9.3 shall not apply with respect to any such action.