Examples of Seller Fraud in a sentence
To the extent such Losses pursuant to Section 9.2 (other than in respect of Seller Fraud committed by such Seller Indemnitor) exceed such Seller Indemnitor’s Cap in the aggregate, the parties agree that no Parent Indemnitees shall have any rights to pursue any claims against such Seller Indemnitor for amounts in excess of such Seller Indemnitor’s Cap.
The parties acknowledge that the Cap does not apply to Losses arising out of or relating to breaches by Seller of any Fundamental Representations, breaches by Seller of the IP and Asset Representations, which are subject to the IP and Asset Indemnity Cap, breaches of representations in Section 3.22, or the Summit Loan, and, with respect to Buyer or Seller, Fraud or intentional misrepresentation.
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 provisions of the last two sentences of Section 2(a) shall also apply to any Individual Seller Fraud Claim which is the subject of a Deferral Notice.
For the avoidance of doubt, the foregoing provisions of this Section 8.7 shall not preclude the Buyer Indemnitees from asserting other remedies to the extent such remedies are sought in respect of claims of Seller Fraud or from seeking non-monetary injunctive relief pursuant to Section 9.11.
If any Buyer brings any suit or other proceeding involving a claim based upon Seller Fraud, the prevailing party (as determined by arbitration, the court, agency or other authority before which such suit or proceeding is commenced), in addition to such other relief as may be awarded, shall be entitled to recover reasonable attorneys’ fees, expenses and costs of investigation actually incurred from the non-prevailing party.
Subject to the satisfaction or waiver of the provisions of Article 6, the closing of the Merger (the "Closing") shall take place at 1:00 p.m., local time, on the date that the Required Company Stockholder Vote (as defined in Section 3.2) is obtained, or as soon thereafter as, and in any event no later than the second business day after, all conditions 7 to Closing have been satisfied or waived, or on such other date and/or at such other time as Parent and the Company may mutually agree.
The aggregate amount of all Losses for which the Seller Indemnitors shall be liable pursuant to this Article VIII (excluding any claims based on any Seller Fraud) shall not exceed the Purchase Price.
Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein will terminate immediately upon the Closing, other than (i) covenants requiring performance after the Closing (which will survive in accordance with their terms), and (ii) Seller Fraud.
Subject to Section 8.03, Buyer acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims (other than Seller Fraud) for any breach of any representation or warranty set forth herein, shall be the R&W Insurance Policy.