Special Rule for Fraud. Notwithstanding anything in this Section 6.1 to the contrary, in the event of any breach of a representation or warranty by a party hereto that constitutes actual fraud, the representation or warranty shall survive consummation of the transactions contemplated in this Agreement and continue in full force and effect without any time limitation.
Special Rule for Fraud. Notwithstanding anything in this Article 8 or elsewhere in this Agreement to the contrary, in the event of a breach of a representation or warranty by any party to this Agreement that constitutes fraud, the representation or warranty that has been breached will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (regardless of any investigation made by any party to this Agreement or on its behalf) and will continue in full force and effect for perpetuity, and any Losses from any such breach shall not be subject to the indemnification basket, cap or other limitations contained in this Article 8.
Special Rule for Fraud. Notwithstanding anything in this Article VIII to the contrary, in the event any Party to this Agreement perpetrates a fraud on another Party hereto, any Party which suffers any Loss by reason thereof shall be entitled to seek recovery therefor against the Person or Persons who perpetrated such fraud without regard to any limitation set forth in this Agreement (whether a temporal limitation, a dollar limitation or otherwise).
Special Rule for Fraud. Notwithstanding anything herein to the contrary, in no event shall any limit or restriction on any rights or remedies set forth in this Agreement limit or restrict the rights or remedies of any party for the Fraud by any other party or any Affiliate or representative of such other party.
Special Rule for Fraud. Notwithstanding anything in this Article 6, to the contrary, in the event of any breach of a representation or warranty by a Party that constitutes actual fraud with the intent to deceive, such Party's liability for breach of such representation or warranty shall survive the Closing and continue in full force and effect for the applicable statute of limitations, and the injured Party’s ability to recover damages relating thereto shall not be subject to any cap or other limitation.
Special Rule for Fraud. Nothing in this Article X will operate to limit the common law liability of a Party (the “Liable Party”) to another Party for Losses arising from the fraud of such Liable Party if such Liable Party is finally determined by a court of competent jurisdiction to have committed actual common law fraud against such other Party.
Special Rule for Fraud. Notwithstanding anything to the contrary contained in this Agreement, in the event of any breach of a representation or warranty by any party hereto that constitutes a criminal, fraudulent, or otherwise intentionally wrongful action or omission, by or on behalf of the Seller, on the one hand, or the Purchaser, on the other hand, then (a) such representation or warranty shall survive indefinitely, and (b) the limitations set forth in Section 6.06, as applicable, shall not apply to any Indemnity Loss that the Purchaser Indemnified Parties with respect to the Seller that committed the fraud or the Seller Indemnified Parties, as the case may be, may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with any such breach.
Special Rule for Fraud. Notwithstanding anything in this Section 6.1 to the contrary, in the event of a breach by any party of a representation or warranty which breach is intentional, or constitutes fraud, the representation or warranty that has been breached will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (regardless of any investigation made by any party or on its behalf) and will continue in full force and effect for six years following the Closing Date or the discovery of such fraud, whichever is later.
Special Rule for Fraud. Notwithstanding anything to the contrary contained in this Article IX, in the event of any breach of a representation or warranty by any party hereto constitutes fraud, by or on behalf of Seller (including, without limitation, any intentional misrepresentation or fraudulent act committed by any personnel or agent of Seller in connection with the consummation of the Transaction), on the one hand, or Purchaser, on the other hand, then (a) the indemnification obligation with respect to such breach shall survive indefinitely and (b) the limitations set forth Sections 9.1 and 9.2(b), as applicable, shall not apply to any Covered Losses that the Purchaser Indemnified Parties or the Seller Indemnified Parties, as the case may be, may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with any such breach.
Special Rule for Fraud. Notwithstanding anything in this Article X hereof to the contrary, in the event of any breach of a representation or warranty by any party hereto that constitutes intentional fraud, the limitations set forth in Sections 10.01 and 10.06 shall not apply to any Losses that any NAVR Indemnified Party or SFC Indemnified Party, respectively, may suffer, sustain or become subject to, as a result of, arising out of, relating to, or in connection with, any such breach that constitutes intentional fraud.
