Fraud and Willful Misconduct Sample Clauses

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.
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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.
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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
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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.
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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.
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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.
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Related to Fraud and Willful Misconduct

  • Fraud Any suspicion of fraud, waste, or abuse involving the contracting or certification of MWBEs shall be immediately reported to ESD’s Division of Minority and Women’s Business Development at (000) 000-0000. ALL FORMS ARE AVAILABLE AT: xxxx://xxx.xxx.xx.xxx/MWBE/Forms.asp

  • Misconduct Unless a Change of Control shall have occurred after the date hereof:

  • Gross Misconduct If the Participant’s employment with the Company or an Eligible Subsidiary is terminated for Gross Misconduct as determined by the Administrator, the Administrator in its sole discretion may provide that all, or any portion specified by the Administrator, of the Participant’s unvested RSUs shall automatically terminate as of the time of termination without consideration. The Participant acknowledges and agrees that the Participant’s termination of employment shall also be deemed to be a termination of employment by reason of the Participant’s Gross Misconduct if, after the Participant’s employment has terminated, facts and circumstances are discovered or confirmed by the Company that would have justified a termination for Gross Misconduct.

  • No Liability for Ordinary Negligence Neither Silicon, nor any of its directors, officers, employees, agents, attorneys or any other Person affiliated with or representing Silicon shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party through the ordinary negligence of Silicon, or any of its directors, officers, employees, agents, attorneys or any other Person affiliated with or representing Silicon, but nothing herein shall relieve Silicon from liability for its own gross negligence or willful misconduct.

  • No Fraud or Misrepresentation To the best of the Seller’s knowledge, each Receivable that was originated by a Dealer was sold by the Dealer to the Seller and by the Seller to the Purchaser without any fraud or misrepresentation on the part of such Dealer or the Seller, respectively.

  • Dishonesty 6. Drinking alcoholic beverages on the job, or reporting to work while under the influence of intoxicating substances.

  • Express Negligence THE PARTIES INTEND THAT THE INDEMNITIES SET FORTH IN THIS ARTICLE 8 BE CONSTRUED AND APPLIED AS WRITTEN ABOVE, NOTWITHSTANDING ANY RULE OF CONSTRUCTION TO THE CONTRARY. WITHOUT LIMITING THE FOREGOING, SUCH INDEMNITIES WILL APPLY NOTWITHSTANDING ANY STATE’S “EXPRESS NEGLIGENCE” OR SIMILAR RULE THAT WOULD DENY COVERAGE BASED ON AN INDEMNIFIED PARTY’S SOLE OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE OR GROSS NEGLIGENCE. IT IS THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED ABOVE, THE INDEMNITIES SET FORTH IN THIS ARTICLE 8 WILL APPLY TO AN INDEMNIFIED PARTY’S SOLE OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE OR GROSS NEGLIGENCE. THE PARTIES AGREE THAT THIS PROVISION IS “CONSPICUOUS” FOR PURPOSES OF ALL STATE LAWS.

  • No Untrue Statements or Omissions The information provided by the Sub-Adviser to the Adviser in writing shall not, to the knowledge of the Sub-Adviser, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information not misleading.

  • Misrepresentation Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

  • Breach of Contract The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:

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