Company Fraud definition

Company Fraud means any Fraud by the Company, any Company Subsidiary or any of their respective Representatives in connection with the Transactions.
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Company Fraud means any Fraud committed by any of the persons listed on Schedule 1.1(e)(1) with respect to the making of the representations and warranties of the Company set forth in Section 4 of this Agreement or the certificate required to be delivered pursuant to Section 7.2(g).
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Company Fraud means that (a) a representation and warranty made by the Company in ARTICLE III was false when made, (b) to the Company’s knowledge, the representation and warranty was false when made, (c) the Company had the intent to induce Purchaser and Merger Sub to act or refrain from acting, and (d) Purchaser and Merger Sub acted in justifiable reliance of such false representation and warranty.
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Examples of Company Fraud in a sentence

  • Except in the case of Company Fraud, all proceedings (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto.

  • Id.2019] Drug Company Fraud as Organized Crime 473manager.”310 They also “serve as buffers between the top members of the family and the lower-echelon personnel.

  • Subject to Section 8.3(e), the total dollar amount of the indemnification payments that Sellers can be required to make to the Indemnitees resulting from the matters referred to in Section 8.2(a)(i) or Section 8.2(b)(i) (in each case, other than with respect to the Fundamental Representations or Company Fraud) or Section 8.2(b)(iv) shall be limited to the aggregate amount remaining in the Indemnity Escrow Fund at such time.

  • Notwithstanding anything in this Agreement to the contrary, including the immediately two prior sentences of this Section 9.4(a), in the case of claims for indemnification with respect to Company Fraud or Seller Fraud, the Seller Indemnitor who committed such Company Fraud (if any) or such Seller Fraud shall be liable for all of the Losses resulting therefrom without any limitation or cap.

  • The limitation set forth in Section 8.3(a) shall not apply to (and shall not limit the indemnification or other obligations of Sellers for or with respect to) (i) any claim pursuant to any provision of Section 8.2 other than Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(b)(iv), or (ii) any claim with respect to Company Fraud.

  • Notwithstanding any provision of this Agreement to the contrary, in no event shall the maximum aggregate Liability of any Indemnifying Securityholder with respect to any Company Fraud, Securityholders’ Representative Fraud, and/or Securityholder Fraud exceed, in total, the aggregate amount of consideration actually paid to such Indemnifying Securityholder pursuant to the terms of this Agreement.

  • The indemnification provisions set forth in Section 10.1(a) with respect to a breach of Sections 3.4, 4.13, 4.17, 4.28, 6.8, 6.9 or 6.16 or indemnification pursuant to Section 10.1(a)(iii), (iv) or (v) or a claim based upon "Company Fraud" (as hereinafter defined) shall not be subject to the Basket Amount or the Minimum Threshold and shall be indemnified to the Purchaser Indemnitees dollar for dollar to the extent any liability with respect to such matters exists.

  • Xxxxxxx, Xxxxxx Xxxxx, and Xxxxx Xxxxxxx, the maximum amount for which Parent may seek indemnification from each holder of Company Shares in connection with Company Fraud shall be limited to the Net Distributable Amount payable to such holder of Company Shares pursuant hereto.

  • For purposes of this Agreement, the term "Company Fraud" shall include any grossly negligent or intentional misrepresentation by the Company or any of its Affiliates.

  • Except in the event of Company Fraud, the Indemnifying Parties will have no liability for any General Representation Matter or Special Representation Matter unless the aggregate Indemnification Obligations exceed $200,000 in the aggregate (the “Deductible”).


More Definitions of Company Fraud

Company Fraud has the meaning set forth in Section 11.2(a)(iv).
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Company Fraud shall have the meaning set forth in Section 6.2(a)(iv).
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Company Fraud means actual, knowing and intentional fraud under the laws of the State of Delaware by or on behalf of the Company with respect to the making of the representations and warranties in Article II that involves an actual knowing and intentional misrepresentation by or on behalf of the Company with respect to the representations in Article II made with knowledge of its falsity for the purpose of inducing another person to act, and upon which such person relies; provided that “Company Fraud” does not include constructive fraud or other claims based on constructive, imputed or implied knowledge, negligent misrepresentation, recklessness or similar theories.
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Company Fraud shall include any grossly negligent or intentional misrepresentation by the Company or any of its Affiliates.
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Company Fraud. 8.2(a)(viii) “Company Indemnified Parties” 5.16(a)
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Related to Company Fraud

  • Computer Fraud means the unauthorized entry of data into, or the deletion or destruction of data in, or change of data elements or programs within, a Covered Computer System which:

  • Fraud means any offence under laws creating offences in respect of fraudulent acts or at common law in respect of fraudulent acts in relation to the Contract or defrauding or attempting to defraud or conspiring to defraud the Crown.

  • Buyer Group has the meaning set forth in Section 15.1.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • 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.

  • Contributors has the meaning set forth in the Preamble.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Company Financial Advisor has the meaning set forth in Section 3.10.

  • Released Persons means each and all of the Defendants and their Related Parties.

  • Company Entities means the Company and the Company Subsidiaries.

  • Company Filings means all documents publicly filed by or on behalf of the Company on SEDAR since January 1, 2020.

  • Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Seller Related Parties means Seller and its Affiliates, and their respective fiduciaries, shareholders, equity holders, members, managers, partners, directors, divisions, officers, managers, executives, employees, independent contractors, freelancers, consultants and other Representatives, and the successors and assigns of each of them.

  • Company Group means the Company and its Subsidiaries.

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • Larceny or Embezzlement means larceny or embezzlement as defined in Section 37 of the Investment Company Act of 1940.

  • Company Financials means the Audited Financial Statements and the Interim Financial Statements.

  • Misappropriation means that the Employee (i) uses Confidential Information (as defined below) for the benefit of anyone other than the Employers or an Affiliate, as the case may be, or discloses the Confidential Information to anyone not authorized by the Employers or an Affiliate, as the case may be, to receive such information; (ii) upon termination of employment, makes any summaries of, takes any notes with respect to or memorizes any Confidential Information or takes any Confidential Information or reproductions thereof from the facilities of the Employers or an Affiliate or (iii) upon termination of employment or upon the request of the Employers or an Affiliate, fails to return all Confidential Information then in the Employee’s possession. For the avoidance of doubt, “Misappropriation” does not include disclosure of Confidential Information to a governmental regulatory agency, such as the U.S. Securities and Exchange Commission, provided that the Employee informs the agency that the Employers and/or Affiliates deem the information to be confidential. “Confidential Information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business, or financial information of the Employers or an Affiliate.

  • Identity fraud means the act of knowingly transferring or using, without lawful authority, a means of identification of an insured. This must be done with the intent to commit, or to aid or abet another to commit, an unlawful activity that constitutes a violation of federal law or a crime under any applicable state or local law.

  • Acquired Corporations means the Company and each of its Subsidiaries, collectively.

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

  • Company Employees shall have the meaning set forth in Section 6.10(a).

  • Company Disclosure Letter has the meaning set forth in Article III.

  • Purchaser Related Parties has the meaning specified in Section 6.1.