for Fraud. (5) In respect of those claims set out in Section 9.5(4), subject to the limitations set forth in Section 9.5(6) below, the Sellers and Principals shall be liable for all Damages relating to such claims up to an aggregate maximum amount equal to the Closing Payment less the amount the Purchaser shall have recovered from the Indemnity Escrow Fund in accordance with the terms hereunder.
for Fraud. 8.7 Except as provided in Condition 8.1 SEL will be under no liability to the Customer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and likeloss) howsoever caused arising out of or in connection with:
for Fraud. All covenants and agreements of the parties contained herein shall survive the Closing and remain in full force and effect for the period provided in such covenants and agreements, if any, or until the date on which they are fully performed in accordance with their terms; provided, that all covenants and agreements of the parties contained in this Agreement that are to be performed at or prior to the Closing, solely for the purposes of any claims to be made under Section 8 (Indemnification), shall survive the Closing and remain in full force and effect until the date that is [***] after the Closing Date provided that that any party hereto shall not have an obligation to comply with such covenants and agreements at any time after the period provided in such covenants and agreements, if any, or until the date on which they are fully performed in accordance with their terms. Notwithstanding anything to the contrary herein, in the event that notice of any claim for indemnification under this Section 8 (Indemnification) has been given pursuant to Section 8.3 (Direct Claim Indemnification Mechanics) and Section 8.4 (Third Person Claim Indemnification Mechanics) within the applicable survival period, the representations, warranties, covenants and agreements that are the subject of such indemnification claim (and the right to pursue such claim) shall survive with respect to such claim until such time as such claim is finally resolved. For the avoidance of doubt and notwithstanding the foregoing, the survival periods set forth in this Section 8.5 (Survival) shall not control with respect to the R&W Insurance Policy, which shall contain survival periods that shall control for purposes thereunder and shall, for the avoidance of doubt, modify any applicable statutes of limitations.
for Fraud. 6.3.2 Except as otherwise provided for herein, Aesica will be under no liability to Myriad whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:
for Fraud. To the extent any of the Members’ indemnification obligations set forth in this Agreement are inconsistent with the requirements set forth in Section 7.13 of the Holdings LLC Agreement, the Members’ indemnification obligations in this Agreement shall be revised to the extent (and only to the extent) required to address such inconsistency.
for Fraud. The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any term of the Contract or of any non- contractual obligations arising out of or in connection with it will be governed by the laws of the State of Florida applicable therein (regardless of the laws that might otherwise govern under applicable principles of conflicts of law).
