Fraud or Willful Misconduct Sample Clauses

Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing to have been knowingly fraudulent or constitute willful misconduct.
Sample 1Sample 2Sample 3See All (86)
AutoNDA by SimpleDocs
Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined to have been knowingly fraudulent or constitute willful misconduct by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing. For the avoidance of doubt, each of the Company and Indemnitee acknowledge and agree that any actions or omissions by Indemnitee that are permitted by Section 6.2 of that Certain Sponsor Stockholders Agreement, dated October, 29, 2013, by and among the Company and the investors signatory thereto, and that do not otherwise constitute willful misconduct shall not be considered willful misconduct for purposes of this Agreement.
Sample 1Sample 2Sample 3See All (4)
Fraud or Willful Misconduct. This Contract shall terminate immediately in the event of fraud or willful misconduct on the part of the Contractor. In the event of such termination, the Commission shall provide Contractor with written notice of termination.
Sample 1Sample 2Sample 3See All (4)
Fraud or Willful Misconduct. Owner may, at any time beyond the warranty period set forth above, require Boeing to remedy by correction or re-performance, without cost to Owner, any failure by Boeing to comply with the requirements of this Article if the failure is due to fraud or willful misconduct on the part of Boeing’s managerial personnel.
Sample 1Sample 2
Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined to have been knowingly fraudulent or constitute willful misconduct by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing. For the avoidance of doubt, each of the Company and Indemnitee acknowledge and agree that any actions or omissions by Indemnitee with respect to any of the matters described in (i) Section 6.2 of that certain Management Investors Shareholders Agreement, dated August 26, 2011, by and among the Company and the investors signatory thereto, (ii) Section 5.2 of that Certain Employee Investors Shareholders Agreement, dated August 26, 2011, by and among the Company and the investors signatory thereto, and (iii) Section 5.2 of that certain Sponsor Shareholders Agreement, dated August 26, 2011, by and among the Company and the investors signatory thereto, shall, in each case, not be considered willful misconduct for purposes of this Agreement.
Sample 1
Fraud or Willful Misconduct. Notwithstanding anything in this Section 5.1 to the contrary, in the event of any breach of a representation or warranty by a Party that constitutes fraud or willful misconduct, the representation or warranty shall survive consummation of the transactions contemplated in this Agreement and continue in full force and effect until the expiration of the applicable statute of limitations.
Sample 1
Fraud or Willful Misconduct. Any fraud or willful misconduct by Seller or Parent in connection with this Agreement, Seller’s Documents or the transactions contemplated herein;
Sample 1
AutoNDA by SimpleDocs
Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined (which determination has not been reversed or overturned on appeal) to have been knowingly fraudulent or constitute willful misconduct by a judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction; provided, however, that Indemnitee shall be entitled to indemnification from the Companies pursuant to this Agreement pending the outcome of an appeal of any such judgment or other adjudication if Indemnitee posts a cost bond, supersedeas bond or any other appeal bond or its equivalent that is reasonably satisfactory to the Companies at Indemnitee’s sole cost and expense, including any premium, security for and other costs relating thereto.
Sample 1

Related to Fraud or Willful Misconduct

  • Misconduct Notwithstanding anything to the contrary in this Agreement, the Options shall terminate in their entirety, regardless of whether the Options are vested, immediately upon Optionee’s discharge of employment or other service relationship for Cause or upon Optionee’s commission of any of the following acts during any period following the cessation of Optionee’s employment or other service relationship during which the Options otherwise would be exercisable: (i) fraud on or misappropriation of any funds or property of the Corporation, or (ii) breach by Optionee of any provision of any employment, non-disclosure, non-competition, non-solicitation, assignment of inventions, or other similar agreement executed by Optionee for the benefit of the Company, as determined by the Administrator, which determination will be conclusive.

  • Negligent or Willful Damage Un- designated timber meeting Utilization Standards and un- necessarily damaged or negligently or willfully cut by Pur- chaser, if included by Contracting Officer.

  • Negligence We will only be liable for the proportion to which the loss or damage to the Goods is caused by or contributed to by Our negligence (including the negligence of any Subcontractor, but excluding the negligence of any Third Party Provider), and in any event that liability will be limited to $100 per item or package, or $1,000 in respect of all Goods moved or stored under this agreement (whichever is the lesser).

  • Fraud In this Agreement, Fraud means dishonestly obtaining a benefit, or causing a loss, by deception or other means, and includes alleged, attempted, suspected or detected fraud.

  • Serious Misconduct In the case of serious misconduct, or for disqualifying crimes as defined in statutes applied to the licensed provision of home care services, each Employer may in its sole discretion, for reasonable cause, bypass any one or all of the steps of progressive discipline. In the case of any form of discipline less than termination, the employee’s disciplinary action shall include a description of the conduct that is the basis for the disciplinary action(s). Each Employer will strive to identify specific corrective action(s) that the employee is expected to take to improve his/her performance.

  • No Fraud or Misrepresentation To the best of the Seller’s knowledge, each Receivable that was originated by a Dealer was sold by the Dealer to the Seller and by the Seller to the Purchaser without any fraud or misrepresentation on the part of such Dealer or the Seller, respectively.

  • Gross Misconduct If the Participant’s employment with the Company or an Eligible Subsidiary is terminated for Gross Misconduct as determined by the Administrator, the Administrator in its sole discretion may provide that all, or any portion specified by the Administrator, of the Participant’s unvested RSUs shall automatically terminate as of the time of termination without consideration. The Participant acknowledges and agrees that the Participant’s termination of employment shall also be deemed to be a termination of employment by reason of the Participant’s Gross Misconduct if, after the Participant’s employment has terminated, facts and circumstances are discovered or confirmed by the Company that would have justified a termination for Gross Misconduct.

  • No Liability for Ordinary Negligence Neither Silicon, nor any of its directors, officers, employees, agents, attorneys or any other Person affiliated with or representing Silicon shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party through the ordinary negligence of Silicon, or any of its directors, officers, employees, agents, attorneys or any other Person affiliated with or representing Silicon, but nothing herein shall relieve Silicon from liability for its own gross negligence or willful misconduct.

  • Nonappropriation Agency’s obligation to pay any amounts and otherwise perform its duties under this Grant is conditioned upon Agency receiving funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to meet its obligations under this Grant. Nothing in this Grant may be construed as permitting any violation of Article XI, Section 7 of the Oregon Constitution or any other law limiting the activities, liabilities or monetary obligations of Agency.

  • No Material Misstatement or Omission The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of Representative Counsel, is material and is necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!