Examples of Actual Fraud in a sentence
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.
Buyer shall ensure that any R&W Insurance Policy includes terms to the effect that the R&W Insurance Policy insurers waive their rights to bring any claim against any Seller or any of their respective Affiliates by way of subrogation, claim for contribution or otherwise (in each case, except in the event of Actual Fraud; provided that, except as provided in Section 10.03, no Seller shall be liable for any Actual Fraud committed by any other Seller or the Company).
Notwithstanding anything herein to the contrary, nothing herein, including Sections 3.24, 4.07, 5.09, 10.01 and 10.02, shall limit any Party’s Liability for, or any Party’s right or ability to bring a Claim for, Actual Fraud; provided that no Party shall be liable for any Actual Fraud committed by any other Party (except that Seller 1 and Seller 2 shall be liable, severally but not jointly, for any Actual Fraud committed by the Company prior to the Closing).