Fraudulent Breach definition

Fraudulent Breach means with respect to the Company or a Company Unit Holder any breach by the Company or a Company Unit Holder (in its capacity as such), as appropriate, of its respective representations and/or warranties resulting from the Company’s or such Company Unit Holder’s intentional fraud, as the case may be, and means with respect to the Parent any breach by the Parent of its representations and/or warranties resulting from the Parent’s intentional fraud.
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Fraudulent Breach and “Fraudulent Breaches” shall have the meaning ascribed to such terms in Section 10.1. (qq) “Full Distribution” shall have the meaning ascribed to such term in Section 10.4(d)(ii).
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Fraudulent Breach means a statement contained in Article III (other than Section 3.30) or in a Schedule annexed hereto, of the existence or absence of a material fact or circumstance, which statement was one that the Buyer had no basis to believe was false at the time of Closing, that is held by a final, non-appealable order of a court of competent jurisdiction to have been a willful, intentional and knowing (as opposed to negligent) statement made with specific intent to defraud.
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Examples of Fraudulent Breach in a sentence

  • This Section 10.2(d)(i) shall not apply to indemnification claims arising out of or resulting from (A) any breach of the Fundamental Representations or (B) any Fraudulent Breach (Damages arising from or related to the foregoing Section 10.2(d)(i)(A) and (B), the “Special Damages”).

  • The Principal Stockholders' indemnification obligations with respect to any Fraudulent Breach shall be unlimited.

  • Other than with respect to a Fraudulent Breach and other than with respect to the Surviving Obligations (for which the Damage Limit does not apply), no Parent Indemnified Party and no Company Indemnified Party shall be entitled to recover any Damages with respect to all matters in all Claims to which it is indemnified pursuant to Section 10.2(a) or 10.2(b), respectively, in excess of the Indemnification Reserves.

  • Other than with respect to a Fraudulent Breach (for which there are no limitations on remedies or damages), the remedies provided in this Article X shall constitute the Indemnified Party’s exclusive remedies for recovery against any Indemnitor for the matters set forth above.

  • C1 shall have the right in its sole discretion to conduct the defense of and settle any such claim; provided, however, that except with the prior written consent of the Securityholder Agent (or in the case of a claim of Fraudulent Breach, the Principal Shareholder(s) who is or are the subject of such claim), no settlement of any such claim with third-party claimants shall be determinative of the amount of any claim against the Escrow Fund.

  • The foregoing provisions of this Section 7 notwithstanding, nothing in this Article 7 shall limit the liability of an Indemnifying Officer in respect of a Fraudulent Breach if such Indemnifying Officer has actual knowledge (without applying the constructive knowledge principles set forth in the definition of “knowledge” in Article 10) of such Fraudulent Breach.

  • If the Securityholder Agent (or in the case of a claim of Fraudulent Breach, the Principal Shareholder(s) who is or are the subject of such claim) and C1 should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent.

  • This Section 4.25 shall not limit the right of any Buyer Indemnified Party to recover claims in the nature of Fraudulent Breach.

  • Except for Fraudulent Breach by a Company Equity Holder in such Company Equity Holder’s capacity as such, in no event will the individual liability of a Company Equity Holder exceed such Company Equity Holder’s pro rata share of the amount of Purchase Price proceeds such Company Equity Holder actually receives or is entitled to receive.

  • Additionally, separate from and in addition to amounts contributed to the Escrow Fund, each Shareholder agrees to separately indemnify the Purchaser from and against any and all Losses suffered or incurred by the Purchaser as a result of or arising out of any Fraudulent Breach committed by such Shareholder.


More Definitions of Fraudulent Breach

Fraudulent Breach shall have the meaning ascribed to such term in Section 10.1.
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Fraudulent Breach and “Fraudulent Breaches” shall have the meaning ascribed to such terms in Section 10.1.
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Fraudulent Breach means an act committed by a Party with intent to deceive another Party and requires (a) a false representation of any material fact or matter set forth in this Agreement (including the Disclosure Schedules hereto); (b) with knowledge that, or a reckless disregard that, such representation is false; (c) with an intention to induce the Party to whom such representation is made to act or refrain from acting in reliance upon it; (d) causing that Party, justifiably relying upon such false representation, to take or refrain from taking action; and (e) causing that Party to suffer Losses.
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Related to Fraudulent Breach

  • fraudulent practice means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of any bidder, and includes collusive practice among bidders (prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive the bidder of the benefits of free and open competition.

  • fraudulent practices which means any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation; and

  • Fraudulent Transfer Laws has the meaning set forth in Section 2.2.

  • Dishonest or Fraudulent Act means any dishonest or fraudulent act, including “larceny and embezzlement” as defined in Section 37 of the Investment Company Act of 1940, committed with the conscious manifest intent (1) to cause the Insured to sustain a loss and (2) to obtain financial benefit for the perpetrator or any other person (other than salaries, commissions, fees, bonuses, awards, profit sharing, pensions or other employee benefits). A Dishonest or Fraudulent Act does not mean or include a reckless act, a negligent act, or a grossly negligent act.

  • Fraudulent Conveyance means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.