Intentional Misrepresentation; Fraud Sample Clauses

Intentional Misrepresentation; Fraud. The limitations set forth in Section 10.1(a) and in Section 10.1(b) shall not apply in the event of any intentional misrepresentation or fraud, each shall survive the Closing indefinitely.
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Intentional Misrepresentation; Fraud. Notwithstanding anything to the contrary contained in Section 5.1(a) or Section 5.1(b), the limitations set forth in Sections 5.1(a) and 5.1(b) shall not apply in the case of claims based upon intentional misrepresentation or fraud.
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Intentional Misrepresentation; Fraud. The limitations set forth in Section 7.1(a) and Section 7.1(b) shall not apply in the event of any intentional misrepresentation or fraud (as determined by a non-appealable and binding decision by a court of law having jurisdiction over the parties).
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Intentional Misrepresentation; Fraud. Notwithstanding anything to the contrary contained in Section 5.1(a) or Section 5.1(b), the limitations set forth in Section 5.1(a) and 5.1(b) shall not apply in the case of claims based upon intentional misrepresentation or fraud. A Seller shall have no liability in respect of the intentional misrepresentation or fraud of any other Seller. For the purposes of this Section 5, the term “fraud” is intended to encompass circumstances involving a misrepresentation made knowingly or intentionally, rather than mere negligence or gross negligence.
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Intentional Misrepresentation; Fraud. Notwithstanding anything to the contrary contained in Section 9.1(a) or Section 9.1(b), the limitations set forth in Section 9.1(a) and 9.1(b) shall not apply in the case of claims based upon intentional misrepresentation or fraud. For the purposes of this Section 9, the term “fraud” is intended to encompass circumstances involving a misrepresentation made knowingly, intentionally or with reckless indifference to the truth, rather than mere negligence or gross negligence.
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Intentional Misrepresentation; Fraud. Notwithstanding anything to the contrary contained in Section 10.1(a), the limitations set forth in Section 10.1(a) shall not apply in the case of claims based upon intentional or willful breach, intentional or willful misrepresentation or fraud (collectively “Fraud”), in which case each such claim shall expire 12 months following the Closing and shall remain in effect for another 18 months as to a Selling Stockholder responsible for Fraud.
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Related to Intentional Misrepresentation; Fraud

  • Misrepresentations Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

  • 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.

  • 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.

  • No Misrepresentation The representations and warranties of the Company contained in this Agreement, any schedule, annex or exhibit hereto and any agreement, instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • 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

  • No Misrepresentations The reports and other submittals by Seller to Buyer under this Agreement are not false or misleading in any material respect.

  • Breach of Representation or Warranty Any representation or warranty made or deemed made by Borrower to Lender herein or in any of the other Loan Documents or in any statement, certificate or financial statements at any time given by Borrower pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made.

  • No Misrepresentation or Breach of Covenants and Warranties There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer.

  • Breach of Representation Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

  • Breach Liability 7.1 Subject to provisions under Section 4 of this Agreement, Party B and Party C shall jointly and severally indemnify and hold harmless Party A and any of its shareholders, directors, employees, affiliates, agents, successors and trustees from any claim, harm, expenses, indemnities, liabilities, fines or any other loss or damages arising from:

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