Fraud Claims. Any and all fraud claims that may be made hereunder may only be brought against an individual Seller with respect to his, her or its own fraud, and no Seller shall have any liability for the fraud of any other Seller or third party.
Fraud Claims. Nothing contained in this Agreement shall in any way limit, impair, modify or otherwise affect the rights of an Indemnitee to bring any claim, demand, suit or cause of action otherwise available to such Indemnitee based upon, or to seek or recover any Losses arising from or related to, nor shall any of the limitations set forth in Section 8.08, Section 8.09, or Section 8.10 apply with respect to, an allegation or allegations of Fraud.
Fraud Claims. To the extent a claim is made in respect of a representation or warranty within the applicable Survival Period, such representation or warranty shall survive after such Survival Period for purposes of such claim until such claim is finally determined or settled.
Fraud Claims. The Basket and the Indemnification Cap shall apply only to indemnification claims made under clause (a) of Section 9.2 or Section 9.3, and shall not affect or apply to any other indemnification claim made pursuant to this Agreement, including those asserted under any other clause of Section 9.2 or Section 9.3.
Fraud Claims. Sections 7.2(b), 7.2(c) and 7.2(d) shall not apply to any Fraud Claim.
Fraud Claims. Nothing contained in this Article VIII shall be construed as limiting any Party’s right to redress for intentional breach or fraud.
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Fraud Claims. Notwithstanding anything to the contrary herein, the existence of this Article VIII and of the rights and restrictions set forth herein do not limit any legal remedy for claims based on common law fraud.
Fraud Claims. Notwithstanding any provision of this Agreement to the contrary (including without limitation Section 7.6), nothing contained in this Agreement shall in any way limit, impair, modify or otherwise affect the rights of an Indemnified Party to bring any claim, demand, suit or cause of action with respect to intentional misrepresentation or fraud.
Fraud Claims. Claims by a Buyer Indemnified Party for Fraud committed by any Seller or the Company (prior to Closing) under this Agreement (“Fraud Claims”), shall be satisfied: (A) first, from the Escrow Amount (by reducing the amount of such Escrow Amount), (B) second, by offsetting such amounts against the Earnout Payments (resulting in a reduction of such Earnout Payments), if any, as such Earnout Payments become due and payable pursuant to Section 2.5, and (C) and finally, if the Escrow Amount and the Earnout Payments then due and owing, if any, are insufficient to satisfy the Fraud Claims in full, by the Seller Indemnifying Parties directly (severally and not jointly) based on their respective Indemnity Pro Rata Percentage; provided, however, the Fraud Claims shall be satisfied only after, in each case, satisfying all the General Claims first and the Exempted Claims second pursuant to this Section 8.2(d).
