Actual Fraud definition

Actual Fraud means actual and intentional fraud with respect to the representations and warranties expressly set forth in this Agreement that is committed by the party making such representations or warranties.

Actual Fraud means, with respect to a party to this Agreement, an actual and intentional fraud with respect to the making of the representations and warranties pursuant to Article IV or Article V (as applicable), provided, that such actual and intentional fraud of such Person shall only be deemed to exist if any of the individuals included on Section 1.3 of the Company Disclosure Letter (in the case of the Company) or Section 1.3 of the Acquiror Disclosure Letter (in the case of Acquiror) had actual knowledge (as opposed to imputed or constructive knowledge) that the representations and warranties made by such Person pursuant to, in the case of the Company, Article IV as qualified by the Company Disclosure Letter, or, in the case of Acquiror, Article V as qualified by the Acquiror Disclosure Letter, were actually breached when made, with the express intention that the other party to this Agreement rely thereon to its detriment.

Actual Fraud means an intentional or willful misrepresentation of material facts which constitutes common law fraud under the laws of the State of Delaware.

Examples of Actual Fraud in a sentence

• Buyer shall cause the R&W Insurance Policy to expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights against Seller, Seller’s Affiliates or any of its direct or indirect equity holders in connection with any claim made by Buyer or any of its Affiliates thereunder, except in the case of Actual Fraud.

• In the event of termination of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become null and void and have no effect, without any Liability on the part of any Party; provided, that no such termination shall relieve any Party of any liability or damages resulting from Actual Fraud or Willful Breach; provided, further, that Section 7.6(b), Section 7.16(b)(ii), this Section 9.2, Section 9.3, Section 9.4 and Article X hereof shall survive any termination of this Agreement.

• Seventh and Ninth Causes of Action Based on Actual Fraud The Trustee seeks to avoid the Transfers based on actual fraud under state law by virtue of § 544(b) of the Bankruptcy Code.

• Notwithstanding anything in this Agreement to the contrary, the Parties agree and acknowledge that the representations made in this Section 5.9 shall not be deemed to limit the remedies of a Buyer Indemnitee with respect to any Actual Fraud.

• The representations and warranties of the parties hereto contained in this Agreement shall not survive the Closing and except with respect to claims of Actual Fraud against either party, there shall be no liability in respect thereof, whether such liability has accrued prior to, at or after the Closing, on the part of any party, its Affiliates, and their respective directors, officers, employees, stockholders, partners, members, advisors or other representatives.

More Definitions of Actual Fraud

Actual Fraud of a party shall mean an intentional and willful misrepresentation of a representation or warranty set forth in Article III or Article IV by such party that constitutes actual common law fraud (and not constructive fraud or negligent misrepresentation).

Actual Fraud means (i) a person or party made a representation in connection with entering into this Agreement that was false; (ii) such person or party knew at the time the representation was made that such representation was false; (iii) such person or party intended another party to this Agreement to rely on the representation; and (iv) such other party to this Agreement reasonably or justifiably actually relied upon the misrepresentation to such party’s detriment; and “Willful Breach” means, with respect to any party, a material breach or failure to perform that is the consequence of an act or omission of such party with the knowledge that such act or omission would, or would be reasonably expected to, cause a material breach of this Agreement.

Actual Fraud means: (a) with respect to any Seller, actual intentional fraud by such Seller in connection with the negotiation and execution of this Agreement as determined pursuant to a final non-appealable judgment of a court of competent jurisdiction; and (b) with respect to Buyer, actual intentional fraud by Buyer in connection with the negotiation and execution of this Agreement as determined pursuant to a final non-appealable judgment of a court of competent jurisdiction.

Actual Fraud means, with respect to a party hereto, the making by such party to another party hereto of an express representation or warranty contained in this Agreement; provided that at the time such representation or warranty was made by such party, (i) such representation or warranty was inaccurate, (ii) such party had actual knowledge (and not imputed or constructive knowledge), without any duty of inquiry or investigation, of the inaccuracy of such representation or warranty, (iii) in making such representation or warranty such party had the intent to deceive such other party and to induce such other party to enter into this Agreement, and (iv) such other party acted in reasonable reliance on such representation or warranty and suffered damages as a result of such reliance. For the avoidance of doubt, “Actual Fraud” does not include equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including fraud) based on negligence or recklessness.

Actual Fraud with respect to any Person shall mean that: (i) a representation and warranty set forth in this Agreement or in any certificate delivered pursuant to this Agreement was false, and was actually known to be false, when made, (ii) such Person intended another Person party to this Agreement to rely on such representation and warranty in order to deprive such other Person of property or legal rights or otherwise cause injury and (iii) such other Person party to this Agreement relied, and was reasonably justified in relying, on such misrepresentation.

Actual Fraud means actual common law fraud with the element of scienter in the making of the representations and warranties in Article II under the laws of the State of Delaware.

Actual Fraud means an actual, knowing and intentional misrepresentation by a Person who intended that the Person claiming fraud relied on the misrepresentation to its detriment.