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 fraud or intentional misrepresentation that Seller is Finally Determined to have committed.
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Seller Fraud has the meaning set forth in Section 9.1(f).
Sample 1

Examples of Seller Fraud in a sentence

  • 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.

  • 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.

  • 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.

  • 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.


More Definitions of Seller Fraud

Seller Fraud means an action of common law fraud taken by a Seller Party or any of their respective Representatives.
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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.
Sample 1

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.

  • Computer Fraud means the unauthorized entry of data into, or the deletion or destruction of data in, or change of data elements or programs within, a Covered Computer System which:

  • 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.

  • Buyer Group means each and all of: (a) Buyer and its officers, directors, agents, consultants and employees, and (b) Buyer’s Affiliates and their officers, directors, agents, consultants and employees.

  • 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 shall have the meaning set forth in Section 8.2.

  • 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 Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • 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 has the meaning set forth in Section 10.2(a).

  • 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 Buyer and its Affiliates and their respective successors and assigns.

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

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