Special Rule for Fraud. Notwithstanding anything in this Article 8 or elsewhere in this Agreement to the contrary, in the event of a breach of a representation or warranty by any party to this Agreement that constitutes fraud, the representation or warranty that has been breached will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (regardless of any investigation made by any party to this Agreement or on its behalf) and will continue in full force and effect for perpetuity, and any Losses from any such breach shall not be subject to the indemnification basket, cap or other limitations contained in this Article 8.
Appears in 6 contracts
Samples: Membership Interest and Share Purchase Agreement, Asset Purchase Agreement, Loan Agreement (Residential Capital, LLC)
Special Rule for Fraud. Notwithstanding anything in this Article 8 9 or elsewhere in this Agreement to the contrary, in the event of a breach of a representation or warranty by any party to this Agreement that constitutes fraudfraud or intentional deception, the representation or warranty that has been breached will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (regardless of any investigation made by any party to this Agreement or on its behalf) and will continue in full force and effect for perpetuity, and any Losses from any such breach shall will not be subject to the indemnification basket, cap or other limitations contained in this Article 89.
Appears in 1 contract
Special Rule for Fraud. Notwithstanding anything in this Article 8 9 or elsewhere in this Agreement to the contrary, in the event of a breach of a representation or warranty by any party to this Agreement that constitutes fraudfraud or intentional deception, the representation or warranty that has been breached will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (regardless of any investigation made by any party to this Agreement or on its behalf) and will continue in full force and effect for perpetuity, and any Losses from any such breach shall not be subject to the indemnification basket, cap or other limitations contained in this Article 89.
Appears in 1 contract
Samples: Asset Purchase Agreement (Residential Capital, LLC)
Special Rule for Fraud. Notwithstanding anything in this Article 8 or elsewhere in this Agreement to the contrary, in the event of a breach of a representation or warranty by any party to this Agreement that constitutes fraud, the representation or warranty that has been breached will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (regardless of any investigation made by any party to this Agreement or on its behalf) and will continue in full force and effect for perpetuity, and any Losses from any such breach shall not be subject to the indemnification basket, cap or other limitations contained in this Article 8.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Residential Capital, LLC)
Special Rule for Fraud. Notwithstanding anything in this Article 8 VIII or elsewhere in this Agreement to the contrary, in the event of a breach or an inaccuracy of a representation or warranty by any party to this Agreement that constitutes fraudfraud or intentional deception, the representation or warranty that has been breached will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (regardless of any investigation made by any party to this Agreement or on its behalf) and will continue in full force and effect for perpetuity, and any Losses from any such breach shall will not be subject to the indemnification basket, cap or other limitations any limitation contained in this Article 8Agreement, including but not limited to the Threshold Amount and the Indemnification Cap.
Appears in 1 contract
Samples: Asset Purchase Agreement (Caliper Life Sciences Inc)