Seller Fraud definition

Seller Fraud means fraud by Seller based on the representations, warranties, covenants or agreements in this Agreement.
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Seller Fraud means that (i) a representation and warranty made by Seller in this Agreement was false when made, (ii) Seller had actual knowledge that such representation and warranty was false when made, (iii) Seller had the intent to induce Buyer to act or refrain from acting, and (iv) Buyer acted in justifiable reliance of such false representation and warranty.
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Seller Fraud means an action of common law fraud taken by a Seller Party or any of their respective Representatives.
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Examples of Seller Fraud in a sentence

  • The aggregate payments by the Selling Parties in respect of their indemnification obligations under this Section 11.1 (except for payments made with respect to Buyer Losses in connection with the Retained Liabilities described in (iv) above or Seller Fraud) shall not exceed $12,500,000 (the "Seller's Ceiling").

  • The aggregate amount of all Losses for which the Seller Indemnitors shall be liable pursuant to this Article VIII (excluding any claims based on any Seller Fraud) shall not exceed the Purchase Price.

  • Notwithstanding the foregoing, the limitations set forth in Section 8.4(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation or any Seller Fraud.

  • Notwithstanding the limitations imposed by the Seller's Basket and Seller's Ceiling on the Selling Parties' indemnification obligations, any Buyer Losses in connection with the Retained Liabilities described in (iv) above or arising out of Seller Fraud (a) shall be subject to indemnification by the Selling Parties without regard to the Seller's Basket, (b) shall not be included towards determining whether the Seller's Basket has been satisfied, and (c) shall not be included towards the Seller's Ceiling.

  • Subject to Section 8.03, Buyer acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims (other than Seller Fraud) for any breach of any representation or warranty set forth herein, shall be the R&W Insurance Policy.

  • For the avoidance of doubt, the foregoing provisions of this Section 8.7 shall not preclude the Buyer Indemnitees from asserting other remedies to the extent such remedies are sought in respect of claims of Seller Fraud or from seeking non-monetary injunctive relief pursuant to Section 9.11.

  • On the Closing Date, the Purchaser shall deliver to the Sellers an accurate and complete copy of the forms of the R&W Insurance Policies to be issued pursuant to the Binder Agreements, which shall expressly provide that the R&W Insurer shall not have, and waives, any right of subrogation against any Seller Indemnified Party other than in the event of, and only to the extent of, Seller Fraud.

  • If any Buyer brings any suit or other proceeding involving a claim based upon Seller Fraud, the prevailing party (as determined by arbitration, the court, agency or other authority before which such suit or proceeding is commenced), in addition to such other relief as may be awarded, shall be entitled to recover reasonable attorneys’ fees, expenses and costs of investigation actually incurred from the non-prevailing party.

  • Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein will terminate immediately upon the Closing, other than (i) covenants requiring performance after the Closing (which will survive in accordance with their terms), and (ii) Seller Fraud.


More Definitions of Seller Fraud

Seller Fraud has the meaning set forth in Section 9.1(f).
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Seller Fraud means fraud or intentional misrepresentation that Seller is Finally Determined to have committed.
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Related to Seller Fraud

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Sellers has the meaning set forth in the preamble.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Seller has the meaning set forth in the preamble.

  • Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered included in Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

  • Buyer Group has the meaning set forth in Section 15.1.

  • Other Sellers shall have the meaning set forth in Section 10.4.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Seller Affiliate means any Affiliate of Seller.

  • Buyer Losses has the meaning set forth in Section 10.1(a).

  • Buyer has the meaning set forth in the preamble.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Seller Party means any of the Seller, its parent, subsidiaries and affiliates and any shareholder, director, officer, employee, agent or "controlling person" (as such term is used in the Securities Act) of any of the foregoing.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Seller Losses shall have the meaning set forth in Section 9.1(b).

  • Contributors means any organization(s), entity(ies) and/or individual(s) providing technology and/or patent rights related to the ATCC Material, or original material to ATCC for deposit.

  • Selling Parties shall have the meaning specified in the preamble.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Buyer Group Member means the Buyer, its Affiliates, and each of their successors and assigns, and their respective directors, officers, employees and agents.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.