FRAUDULENT OR WILLFUL MISCONDUCT Sample Clauses

FRAUDULENT OR WILLFUL MISCONDUCT. Notwithstanding Paragraph C above, Licensee will have no contractual obligation under this Agreement to indemnify either: (i) Demeter to the extent that damages may be attributable to Demeter's fraudulent or willful misconduct; or (ii) LSU to the extent that damages may be attributable to LSU's fraudulent or willful misconduct. In the event that a claim is brought against any or all of Demeter, LSU and Licensee that is otherwise within Licensee's indemnification obligations under Article XIV C above, except that allegations of fraudulent or willful misconduct are made against Demeter or LSU, or both, then the provisions of this Paragraph will apply. Demeter or LSU or both, as the case may be, will defend both itself (themselves) and Licensee, at Demeter's or LSU's expense (or both, as the case may be) from and against any claim that is based on an allegation or claim of fraudulent or willful misconduct by Demeter or LSU, respectively, or both if both are allegedly culpable for such misconduct. If the final judgment or verdict respecting the fraudulent or willful misconduct claim -- after all applicable appeals and appeal delays have expired -- is other than a finding that Demeter or LSU or both committed fraudulent or willful misconduct, then Licensee shall promptly indemnify Demeter or LSU, or both (as the case may be) as otherwise provided in Article XIV C above, and Licensee will also promptly reimburse the reasonable legal and other out-of-pocket expenses incurred by Demeter or LSU (or both, as the case may be) in defending the claim at both trial and appellate levels; provided that neither Demeter nor LSU will be entitled to settle any such claim without Licensee's prior, written consent, such consent not to be
Sample 1Sample 2See All (8)
AutoNDA by SimpleDocs

Related to FRAUDULENT OR WILLFUL MISCONDUCT

  • fraudulent misrepresentation No party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any party who was not guilty of such fraudulent misrepresentation.

  • 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.

  • Fraudulent Claims If any claim under this Agreement is in any respect fraudulent, all benefits payable and/or paid in relation to that claim shall be forfeited and if deemed appropriate, recoverable, respectively.

  • Corrupt or Fraudulent Practices 2.31.1 The Procuring entity requires that tenderers observe the highest standard of ethics during the procurement process and execution of contracts when used in the present regulations, the following terms are defined as follows;

  • 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.

  • Program Fraud and False or Fraudulent Statements or Related Acts (A) The CONTRACTOR acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq . and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the CONTRACTOR certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the CONTRACTOR further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the CONTRACTOR to the extent the Federal Government deems appropriate. (B) The CONTRACTOR also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307, as amended, on the CONTRACTOR, to the extent the Federal Government deems appropriate. (C) The CONTRACTOR agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

  • No Fraudulent Intent Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower, any Guarantor or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted.

  • No Fraudulent Conveyance No sale or contribution hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason.

  • 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).

  • 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.

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