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.
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).
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.
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.
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.
Claims for Fraud. (c) 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.
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.
