Company Fraud definition

Company Fraud means Fraud committed by any Acquired Company or on behalf of any Acquired Company.
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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.

  • The aggregate Losses recoverable by the Buyer Indemnified Persons in connection with claims arising out of fraud, willful misconduct or intentional misrepresentation of the Company shall be limited to $15,000,000 (the “Company Fraud Cap”), and in no event shall any Equityholder be liable for any Losses in excess of such Equityholder’s Pro Rata Portion of the Company Fraud Cap.

  • This chapter also provides Company Fraud Prevention and Detection Plan/Annual Reporting forms and instructions in the Appendix Exhibits labeled MEAFC form numbers 1A and 1B and 2A and 2B.

  • 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.

  • 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 aggregate Losses recoverable by the Buyer Indemnified Persons against any Equityholder in connection with claims arising out of fraud, willful misconduct or intentional misrepresentation of such Equityholder shall not be subject to the Company Fraud Cap and shall be unlimited.

  • The screening may include:9.1.5.1. For companies:9.1.5.1.1. Company Checks,9.1.5.1.2. Company Fraud Checks,9.1.5.1.3. Company World-Checks,9.1.5.1.4. AFIS Criminal checks,9.1.5.1.5. CCMA Checks,9.1.5.1.6. Bank Account Verification,9.1.5.1.7. Treasury Non-Preferred Supplier Database; and9.1.5.1.8. Company Media Searches.

  • All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery (for next business day delivery) or by e-mail delivery (in which event a copy shall immediately be sent by FedEx or similar receipted delivery (for next business day delivery)), as follows: To the Company: Fraud Protection Network, Inc.


More Definitions of Company Fraud

Company Fraud has the meaning set forth in Section 11.2(a)(iv).
Sample 1
Company Fraud shall include any grossly negligent or intentional misrepresentation by the Company or any of its Affiliates.
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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.
Sample 1
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, collectively, Seller and all Seller Subsidiaries.

  • Seller Released Parties has the meaning set forth in Section 6.7(b).

  • 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 Released Parties means the Company and any of its past or present employees, agents, insurers, attorneys, administrators, officials, directors, shareholders, divisions, parents, members, subsidiaries, affiliates, predecessors, successors, employee benefit plans, and the sponsors, fiduciaries, or administrators of the Company’s employee benefit plans.

  • 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, 2014.

  • Company Disclosure Schedule means the disclosure schedule delivered by the Company to and accepted by Parent and Merger Sub on the date hereof.

  • 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, individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representatives. Buyer, by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (b) the existence of any environmental contamination, hazards or conditions thereon (including, but not limited to, the presence of asbestos or asbestos-containing materials, lead based paint, underground storage tanks, pesticide residues, landfills, or the release of hazardous substances or the disposal or existence, in or on the Property, of any hazardous materials); (c) the income to be derived from the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon;

  • 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.

  • Seller Affiliates has the meaning ascribed thereto in Section 2.8.

  • 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.