Examples of Seller Fraud in a sentence
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.
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.
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.
On the Closing Date, the Purchaser shall deliver to the Sellers an accurate and complete copy of the forms of the R&W Insurance Policies to be issued pursuant to the Binder Agreements, which shall expressly provide that the R&W Insurer shall not have, and waives, any right of subrogation against any Seller Indemnified Party other than in the event of, and only to the extent of, Seller Fraud.