Actual Fraud definition

Actual Fraud means common law fraud (and not a constructive fraud or negligent misrepresentation or omission) by a Person in connection with the negotiation of this Agreement or the Ancillary Agreements, or the transactions contemplated hereby or thereby.

Actual Fraud means, with respect to a party to this Agreement, an actual and intentional fraud with respect to the making of the representations and warranties pursuant to Article IV or Article V (as applicable), provided, that such actual and intentional fraud of such Person shall only be deemed to exist if any of the individuals included on Section 1.3 of the Company Disclosure Letter (in the case of the Company) or Section 1.3 of the Acquiror Disclosure Letter (in the case of Acquiror) had actual knowledge (as opposed to imputed or constructive knowledge) that the representations and warranties made by such Person pursuant to, in the case of the Company, Article IV as qualified by the Company Disclosure Letter, or, in the case of Acquiror, Article V as qualified by the Acquiror Disclosure Letter, were actually breached when made, with the express intention that the other party to this Agreement rely thereon to its detriment.

Actual Fraud means, with respect to a Party, an actual and intentional fraud with respect to the making of the representations and warranties pursuant to Article IV, Article V or Article VI (as applicable).

Examples of Actual Fraud in a sentence

• In the event of termination of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become null and void and have no effect, without any Liability on the part of any Party; provided, that no such termination shall relieve any Party of any liability or damages resulting from Actual Fraud or Willful Breach; provided, further, that Section 7.6(b), Section 7.16(b)(ii), this Section 9.2, Section 9.3, Section 9.4 and Article X hereof shall survive any termination of this Agreement.

• Buyer shall ensure that any R&W Insurance Policy includes terms to the effect that the R&W Insurance Policy insurers waive their rights to bring any claim against any Seller or any of their respective Affiliates by way of subrogation, claim for contribution or otherwise (in each case, except in the event of Actual Fraud; provided that, except as provided in Section 10.03, no Seller shall be liable for any Actual Fraud committed by any other Seller or the Company).

• Notwithstanding anything herein to the contrary, nothing herein, including Sections 3.24, 4.07, 5.09, 10.01 and 10.02, shall limit any Party’s Liability for, or any Party’s right or ability to bring a Claim for, Actual Fraud; provided that no Party shall be liable for any Actual Fraud committed by any other Party (except that Seller 1 and Seller 2 shall be liable, severally but not jointly, for any Actual Fraud committed by the Company prior to the Closing).

More Definitions of Actual Fraud

Actual Fraud means fraud that constitutes common law fraud under Delaware law.

Actual Fraud means (i) a person or party made a representation in connection with entering into this Agreement that was false; (ii) such person or party knew at the time the representation was made that such representation was false; (iii) such person or party intended another party to this Agreement to rely on the representation; and (iv) such other party to this Agreement reasonably or justifiably actually relied upon the misrepresentation to such party’s detriment; and “Willful Breach” means, with respect to any party, a material breach or failure to perform that is the consequence of an act or omission of such party with the knowledge that such act or omission would, or would be reasonably expected to, cause a material breach of this Agreement.

Actual Fraud means actual and intentional fraud with respect to the representations and warranties expressly set forth in this Agreement that is committed by the party making such representations or warranties.

Actual Fraud means, with respect to a party hereto, the making by such party to another party hereto of an express representation or warranty contained in this Agreement; provided that at the time such representation or warranty was made by such party, (i) such representation or warranty was inaccurate, (ii) such party had actual knowledge (and not imputed or constructive knowledge), without any duty of inquiry or investigation, of the inaccuracy of such representation or warranty, (iii) in making such representation or warranty such party had the intent to deceive such other party and to induce such other party to enter into this Agreement, and (iv) such other party acted in reasonable reliance on such representation or warranty and suffered damages as a result of such reliance. For the avoidance of doubt, “Actual Fraud” does not include equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including fraud) based on negligence or recklessness.

Actual Fraud of a Party shall mean an act or omission with an intent to deceive that constitutes actual common law fraud (and not constructive fraud or negligent misrepresentation).

Actual Fraud means an inaccurate representation or warranty contained in this Agreement if, at the time such representation or warranty was made, the Party making such representation or warranty (a) had actual knowledge of the inaccuracy of such representation or warranty and failed to notify the other Party or otherwise correct the same; and (b) failed to notify the other Party of such inaccuracy with the specific intention to induce the other Party to enter into (or not to dissuade the other Party from entering into) this Agreement and consummate the transactions contemplated by this Agreement.

Actual Fraud means common law fraud under the Laws of the State of Delaware with respect to the representations and warranties expressly set forth in this Agreement that is committed by the party making such representations or warranties.