Seller Fraud definition

Seller Fraud means fraud by Seller based on the representations, warranties, covenants or agreements in this Agreement.
Seller Fraud means an action of common law fraud taken by a Seller Party or any of their respective Representatives.
Seller Fraud has the meaning set forth in Section 9.1(f).

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.


More Definitions of Seller Fraud

Seller Fraud means fraud or intentional misrepresentation that Seller is Finally Determined to have committed.
Seller Fraud means with respect to Seller, fraud with an intent to deceive, with malice or similar intent (but excluding any fraud committed without such intent (for instance, with only negligence or recklessness)), committed by Seller with respect to any of the representations and warranties or covenants of Seller under this Agreement or under any Exhibit or Schedule required to be delivered by Seller pursuant to the terms of this Agreement.
Seller Fraud means that (i) a representation and warranty made by Seller in this Agreement was false when made, (ii) Seller had actual knowledge that such representation and warranty was false when made, (iii) Seller had the intent to induce Buyer to act or refrain from acting, and (iv) Buyer acted in justifiable reliance of such false representation and warranty.

Related to Seller Fraud

  • Seller Damages shall have the meaning given to such term in Section 14.3.

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

  • 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:

  • Sellers has the meaning set forth in the preamble.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

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

  • Seller has the meaning set forth in the Preamble.

  • Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).

  • Buyer Parties has the meaning set forth in the Preamble.

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered Included In Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

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

  • Other Sellers shall have the meaning set forth in Section 10.4.

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

  • Seller Affiliate means any Affiliate of Seller.

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Buyer has the meaning set forth in the preamble.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Contributors has the meaning set forth in the Preamble.

  • Selling Parties shall have the meaning specified in the preamble.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.