Company Fraud definition

Company Fraud means Fraud committed by the Company or on behalf of the Company.
Sample 1
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.
Sample 1Sample 2
Company Fraud has the meaning set forth in Section 9.1(e).
Sample 1

Examples of Company Fraud in a sentence

  • 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.

  • 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.


More Definitions of Company Fraud

Company Fraud shall have the meaning set forth in Section 6.2(a)(iv).
Sample 1
Company Fraud. 8.2(a)(viii) “Company Indemnified Parties” 5.16(a)
Sample 1
Company Fraud shall include any grossly negligent or intentional misrepresentation by the Company or any of its Affiliates.
Sample 1
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).
Sample 1

Related to Company Fraud

  • 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.

  • 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.

  • Contributors has the meaning set forth in the introductory paragraph hereto.

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

  • Company Entities means the Company and its Subsidiaries.

  • Company Filings means all documents of the Company publicly filed under the profile of the Company on the System for Electronic Document Analysis Retrieval (SEDAR).

  • 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, with respect to each Seller, the TGE Entities, such Seller and such Seller’s stockholders, partners, members, Affiliates, Representatives, controlling persons and agents.

  • Company Group means, collectively, the Company and its Subsidiaries.

  • 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.

  • 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.