Fraud Indemnification Sample Clauses
A Fraud Indemnification clause requires one party to compensate the other for losses or damages resulting from fraudulent acts or misrepresentations. In practice, this means if one party commits fraud—such as intentionally providing false information or concealing material facts—the responsible party must cover any resulting costs, liabilities, or legal expenses incurred by the other party. This clause serves to allocate risk and deter dishonest behavior by ensuring that the party harmed by fraud is protected and can recover losses.
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Fraud Indemnification. Each of Avnet and each Founding Stockholder shall severally (in accordance with each party’s Proportionate Share), but not jointly, indemnify, defend, and hold harmless the Buyer Indemnified Parties from and against all Damages incurred by any of them that arise out of or result from any fraud by the Company in connection with the representations and warranties of the Company set forth in Article II of the Merger Agreement. Such obligation to indemnify shall terminate on the later of (i) the 36-month anniversary of the Closing, and (ii) the earlier of (w) 30 days after the completion of Buyer’s financial audit for the year ending December 31, 2010 and (x) March 31, 2011, unless before such termination Buyer shall have delivered to the Member Agent a Claim Notice with respect to which any claim for indemnification under this Section 4(b) has not been finally resolved, in which case such obligation to indemnify shall continue beyond such period but only with respect to any such unresolved claim and only until such unresolved claim is finally resolved. For purposes of this Agreement, “Proportionate Share” shall mean, as to each Indemnifying Party, the greater of (i) the Proportionate Share percentage set forth opposite such party’s name on Schedule 4(b) attached hereto and (ii) (x) in the case of Avnet, Avnet’s Pro Rata Portion of the Company immediately prior to the Effective Time and (y) in the case of each Founding Stockholder, the quotient of the number of shares of common stock of Holdings set forth on Schedule 2(a) for such Founding Stockholder divided by the total number of shares of common stock of Holdings set forth on Schedule 2(a) for all Founding Stockholders multiplied by Holdings’ Pro Rata Portion of the Company immediately prior to the Effective Time.
Fraud Indemnification. Employee is expected to maintain the highest level of integrity in the performance of his/her job duties. AFN will not tolerate any act of dishonesty, fraud, or misrepresentation. If Employee participates in loan fraud of any kind, consequences that may result to Employee include criminal prosecution, immediate termination of employment, and all other legal remedies available at law or in equity. Employee specifically agrees to indemnify and hold AFN harmless from and against all claims, demands, liabilities, judgments, causes of action, damages or loss of any kind (including, without limitation, attorney’s fees and defense costs) attributable to an act of fraud and/or intentional misrepresentation in connection with a mortgage loan. AFN reserves the right to deny Employee’s compensation, in whole or in part, on any loan in which Employee has engaged in an act of fraud, intentional misrepresentation, and/or an intentional violation of law.