Intentional Misrepresentation definition
Intentional Misrepresentation means that an action or omission that constitutes a breach of a representation or warranty and that was taken or omitted to be taken for the purpose of misleading the party to whom such representation or warranty was made and was not merely a volitional action or omission but does not otherwise require malicious or tortious intent.
Intentional Misrepresentation means the making of a representation contained in this Agreement by a Person with such Person’s actual knowledge that the representation was false when made, made with the specific intent of deceiving or misleading the Person to whom such representation was made and with the specific intent that such Person rely upon the representation.
Intentional Misrepresentation means an intentional misrepresentation (including the intentional omission of a material fact) made (i) in Article 6, which any of the Persons identified on Schedule 1.1(a) actually knew to be false on the date hereof, or (ii) in the certificate(s) delivered to Purchaser pursuant to Section 9.1(c) hereof, which any of the Persons identified on Schedule 1.1(a) actually knew to be false on the Closing Date or (iii) in Article 7, which any of the Persons identified on Schedule 1.1(b) actually knew to be false on the date hereof, or (iv) in the certificate(s) delivered to Purchaser pursuant to Section 9.2(c) hereof, which any of the Persons identified on Schedule 1.1(b) actually knew to be false on the Closing Date.
Examples of Intentional Misrepresentation in a sentence
In no event, will PIC cancel or rescind your coverage except as stated in the “Fraud or Intentional Misrepresentation and Rescission” or the “Ending Your Coverage” section of this contract.
Any claim not asserted in accordance with this Article 10.1 on or prior to the expiration of the applicable Survival Period will be irrevocably and unconditionally released and waived except in cases of Intentional Misrepresentation.
The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with all other claims, including (i) fraud or Intentional Misrepresentation by any Person, and (ii) any failure of any of the Special Representations to be true and correct, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations.
Except as set forth below and in the case of claims alleging fraud or Intentional Misrepresentation by any Person, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) for Indemnifiable Damages arising from or in connection with the matters listed in clauses (i) and (ii) of the first sentence of Section 8.1 (other than with respect to any of the Special Representations) shall commence at the Closing and terminate January 31, 2013 (the “Holdback Period”).
Claims include: Violation of RICO, Misleading Advertising, Fraud – Intentional Misrepresentation, Fraud – Concealment, Negligent Misrepresentation, Unfair Competition and Negligence.
More Definitions of Intentional Misrepresentation
Intentional Misrepresentation means a misrepresentation that is, or that is a consequence of, an act undertaken by the misrepresenting Person with the actual knowledge that the taking of such act would, or would be reasonably expected to, be, cause, or result in a breach of a representation or warranty contained in this Agreement.
Intentional Misrepresentation means the making of any representation or warranty by WWC or the WWC Shareholder which to WWC or the WWC Shareholder's knowledge at the time of making such representation or warranty is false or inaccurate in any material respects.
Intentional Misrepresentation means a misrepresentation of a representation or warranty contained in this Agreement that is made by a Person with the actual knowledge at the time of making such representation or warranty that such representation or warranty is inaccurate with the intent to deceive. “IRS” means the United States Internal Revenue Service. “IT Systems” means all computer systems, servers, network equipment and other computer hardware and information technology systems and services owned, leased or licensed by the Company or otherwise used in the operation of the Business. “Key Contractors” means the contractors of the Company set forth in Schedule 1.1(b). “Key Employees” means the employees of the Company set forth in Schedule 1.1(b). “Knowledge” means, (a) with respect to the Company, the actual knowledge of each of ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇, and any facts that such persons would have reasonably be expected to have discovered or become aware after reasonable inquiry in the course of reasonably performing such person’s duties, and (b) with respect to any other Person, the actual knowledge of the specified Person. “Law” means any applicable federal, state, foreign, local, municipal or other law, statute, constitution, principle of common law, resolution, ordinance, edict, decree, statute, code, ordinance, rule, regulation, ruling or other legal requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority, including all Environmental Laws and Anti-Corruption Laws. “Legal Proceeding” means any suit, claim, action, litigation, arbitration, proceeding
Intentional Misrepresentation means (1) the individual made a false representation (“Defendant”), (2) with Knowledge that the representation was false, (3) the individual intended to induce another individual (“Plaintiff”) to act or refrain from acting on the representation, (4) the Plaintiff justifiably relied on the representation, and (5) the Plaintiff was damaged as a result of Plaintiff’s reliance.
Intentional Misrepresentation means an intentional misrepresentation of a fact or an omission of a fact, which misrepresentation or omission (a) is made with the actual current knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in each case without any duty of inquiry, and (b) would reasonably be expected to cause the invalidity of the Section 338(h)(10) Election.
Intentional Misrepresentation means, with respect to any representation or warranty of Seller contained in this Agreement, a breach as to which (a) the Seller had knowledge, at the close of business on the last business day prior to (i) the execution and delivery of this Agreement or (ii) the Closing, as the case may be, of matters required to be disclosed pursuant to such representation or warranty and (b) such knowledge would, at such time and under the circumstances at such time, have led a reasonable person to conclude that the failure to disclose such matters was a breach of such representation or warranty.
Intentional Misrepresentation means an action or omission that constitutes a breach of a representation or warranty and that was taken or omitted to be taken for the purpose of misleading the party to whom such representation or warranty was made and was not merely a volitional action or omission but does not require malicious or tortious intent. “Intellectual Property Rights” means the entire right, title and interest in and to all proprietary rights of every kind and nature however denominated, throughout the world, including (a) Patents, industrial designs, copyrights, mask work rights, trade secrets, database rights and all other proprietary rights in Technology; (b) trademarks, trade names, service marks, service names, brands, trade dress, logos and other indicia of origin and the goodwill and activities associated therewith; (c) domain names, rights of privacy and publicity and moral rights; (d) any and all registrations, applications, recordings, licenses, common-law rights and contractual rights relating to any of the foregoing; and (e) all Actions and rights to ▇▇▇ at law or in equity for any past or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom and all rights to obtain renewals, continuations, divisions, or other extensions of legal protections pertaining thereto. “IRS” means the United States Internal Revenue Service. “Keratin Transactions” means the transactions effected and contemplated by (a) the Agreement and Plan of Merger, by and between the Company, Keratin Biosciences Inc., and the other parties thereto, dated July 5, 2018, and (b) the Equity Exchange and Restructuring Agreement dated as of July 18, 2019 by and among Keratin Biosciences Inc., KeraNetics Holdings, LLC, the Company, the Exchanging Stockholders (as defined therein) and, solely for purposes of ▇▇▇▇▇▇▇ ▇.▇▇,