Claims for Fraud Sample Clauses

Claims for Fraud. Notwithstanding any of the other provisions of this Article 6, all Claims for fraud, intentional misrepresentation or wilful misconduct shall not become time-barred and shall continue indefinitely and shall not be subject to any monetary limitation.
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Claims for Fraud. For the avoidance of doubt, except with respect to matters provided for in this Agreement and the Released Claims as provided in Section 5(a), nothing herein shall (i) prejudice the rights of any Party to enforce its rights under the Purchase Agreement and the Related Agreements and all such rights are fully and completely reserved or (ii) release any Party from any of its obligations under the Purchase Agreement or the Related Agreement including with respect to the sale, transfer, assignment, conveyance and delivery of all of Seller’s rights, interests, obligations and duties in respect of the MSRPA Servicing Rights to Buyer which shall be effected pursuant to the MSRPA in accordance with Section 2.1 of the Purchase Agreement.
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Claims for Fraud. The provisions of paragraphs 1 and 2 shall not apply to any claim in the event of any fraud or fraudulent misrepresentation by or on behalf of the Seller.
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Claims for Fraud. Notwithstanding anything to the contrary set forth in this Article VIII, to the extent that any Acquiror Indemnified Party makes a claim solely and directly against any Former Target Shareholder for fraud, such claim and any notices, negotiations, defense or settlements of such claim may only be made to and against such Former Target Shareholder and the Shareholders Representative shall have no authority to receive notices, compromises or settlements or to defend or take any other action on behalf of such Former Target Shareholder.
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Claims for Fraud. Notwithstanding any provisions of this Section 11.6 to the contrary, the limitations contained paragraphs (a), (b) and (c) of this Section 11.6 shall not apply to any claims under Section 12.19.
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Claims for Fraud. Notwithstanding any of the other provisions of this Article 7, all Claims for fraud, intentional misrepresentation or wilful misconduct or Claims arising out or resulting from Section 7.04(1)(c) shall not become time-barred and shall continue indefinitely and shall not be subject to any monetary limitation. For avoidance of doubt, the obligations of any Vendor or ViroChem Employee pursuant to this Section 7.05 with respect to and Claim for fraud, intentional misrepresentation or wilful misconduct by the Corporation is joint and not solidary (in which case, such Vendor’s or such ViroChem Employee’s liability shall be limited to such Vendor’s or ViroChem Employee’s proportionate share of such Claim as set forth in Column 4 of Schedule 2.02(a)), and with respect to such Vendor’s or ViroChem Employee’s own fraud, intentional misrepresentation or wilful misconduct is individual and separate and not joint or solidary (in which case such Vendor or ViroChem Employee shall be solely liable for the full amount of such Claim).
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Claims for Fraud. With respect to Losses under Section 9.1(e), Section 9.2(c), or Section 9.3(d), Buyer shall be entitled to proceed against and pursue recovery from the applicable Company Securityholders without having to first proceed against the R&W Insurance Policy or to first pursue or otherwise exhaust recovery or other remedies thereunder, in which case, the applicable Company Securityholders shall, severally and not jointly, in accordance with their respective Indemnification Pro Rata Percentage, indemnify Buyer Indemnified Parties for such Losses by direct payment, subject to the aggregate amount limitation set forth in Section 9.5(c). The Company Securityholders acknowledge and agree that the R&W Insurance Policy provides the R&W Insurer with certain rights against the Company Securityholders in relation to Company Securityholders’ Fraud, including rights of subrogation, and that nothing in this Section 9.8(c) shall be construed as limiting or waiving any of the R&W Insurer’s rights against the Company Securityholders in relation to Company Securityholders’ Fraud. Notwithstanding the foregoing, in the event a Buyer Indemnified Party brings a claim under Section 9.1(e), Section 9.2(c), or Section 9.3(d), Buyer shall, and shall cause each other Buyer Indemnified Party to, concurrently pursue such claim under the R&W Insurance Policy so long as the Buyer Indemnified Party, in good faith, does not believe that recovery under the R&W Insurance Policy is unlikely; provided, however, that, in the event such a claim is pursued under the R&W Insurance Policy and such claim is ultimately denied, such Buyer Indemnified Party’s expenses in pursuing such claim under the R&W Insurance Policy shall be additional Losses in connection with the claim made against the applicable Company Securityholders under Section 9.1(e), Section 9.2(c), or Section 9.3(d), as appropriate.
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Related to Claims for Fraud

  • CLAIMS FOR DAMAGES 7.4.1 Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the other party or of any of his / her employees, agents or others for whose acts he / she is legally liable, claim shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage.

  • Claims for Benefits All Claims for benefits will be deemed to have been filed on the date received by AvMed. If a Claim is a Pre-Service or Urgent Care Claim, a Health Professional with knowledge of the Member’s Condition will be permitted to act as the Member’s authorized representative, and will be notified of all approvals on the Member’s behalf.

  • Claims for Additional Time If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary.

  • No Entitlement or Claims for Compensation By accepting this Agreement, you hereby acknowledge and agree as follows:

  • CLAIMS FOR ADDITIONAL COST 12.3.1 If the Contractor wishes to make a claim for an increase in the Contract Sum, he shall give the Architect written notice thereof within twenty days after the occurrence of the event giving rise to such claim. This notice shall be given by the Contractor before proceeding to execute the Work, except in an emergency endangering life or property in which case the Contractor shall proceed in accordance with Paragraph 10.3 of these General Conditions. No such claim shall be valid unless so made. If the State and the Contractor cannot agree on the amount of the adjustment in the Contract Sum, it shall be determined by the Architect. Any change in the Contract Sum resulting from such claim shall be authorized by Change Order. 12.3.2 If the Contractor claims that additional cost is involved because of, but not limited to, (1) any order by the State to stop the Work pursuant to Paragraph 3.3 of these General Conditions where the Contractor was not at fault, or (2) failure of payment by the State pursuant to Paragraph 9.7(of these General Conditions), the Contractor shall make such claim as provided in Subparagraph 12.3.1 of this agreement. 12.3.3 The Architect will have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the State and Contractor within 10 days unless the Contractor or the State objects to the change in writing.

  • Claims for Indemnification A Person entitled to indemnification under this Section 10.1 (an “Indemnified Party”) shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section 10.1(c) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within [**] days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent the Indemnifying Party shall not unreasonably withhold, condition or delay. The Indemnifying Party shall not agree, without the prior written consent of the Indemnified Party, which consent the Indemnified Party shall not unreasonably withhold, condition or delay, to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party.

  • Procedures for Third Party Claims In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

  • Claims for Consequential Damages The Owner retains its right to claim for consequential damages in the event the Design Professional fails to perform under this Contract.

  • No Actions, Claims, Etc As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

  • Disputes and Claims Failure to file such a protest within the time specified shall constitute agreement on the part of the Contractor with the terms, conditions, amounts and adjustments or non- adjustment to the contract price and/or contract time set forth in the field order.

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