Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing to have been knowingly fraudulent or constitute willful misconduct.
Fraud or Willful Misconduct. This Contract shall terminate immediately in the event of fraud or willful misconduct on the part of the Contractor. In the event of such termination, the Commission shall provide Contractor with written notice of termination.
Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined to have been knowingly fraudulent or constitute willful misconduct by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing. For the avoidance of doubt, each of the Company and Indemnitee acknowledge and agree that any actions or omissions by Indemnitee that are permitted by Section 6.2 of that Certain Sponsor Stockholders Agreement, dated October, 29, 2013, by and among the Company and the investors signatory thereto, and that do not otherwise constitute willful misconduct shall not be considered willful misconduct for purposes of this Agreement.
Fraud or Willful Misconduct. Owner may, at any time beyond the warranty period set forth above, require Boeing to remedy by correction or re-performance, without cost to Owner, any failure by Boeing to comply with the requirements of this Article if the failure is due to fraud or willful misconduct on the part of Boeing’s managerial personnel.
Fraud or Willful Misconduct. Notwithstanding anything in this Section 5.1 to the contrary, in the event of any breach of a representation or warranty by a Party that constitutes fraud or willful misconduct, the representation or warranty shall survive consummation of the transactions contemplated in this Agreement and continue in full force and effect until the expiration of the applicable statute of limitations.
Fraud or Willful Misconduct. Any fraud or willful misconduct by Seller or Parent in connection with this Agreement, Seller’s Documents or the transactions contemplated herein;
Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined (which determination has not been reversed or overturned on appeal) to have been knowingly fraudulent or constitute willful misconduct by a judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction; provided, however, that Indemnitee shall be entitled to indemnification from the Companies pursuant to this Agreement pending the outcome of an appeal of any such judgment or other adjudication if Indemnitee posts a cost bond, supersedeas bond or any other appeal bond or its equivalent that is reasonably satisfactory to the Companies at Indemnitee’s sole cost and expense, including any premium, security for and other costs relating thereto.
Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined to have been knowingly fraudulent or constitute willful misconduct by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing. For the avoidance of doubt, each of the Company and Indemnitee acknowledge and agree that any actions or omissions by Indemnitee with respect to any of the matters described in (i) Section 6.2 of that certain Management Investors Shareholders Agreement, dated August 26, 2011, by and among the Company and the investors signatory thereto, (ii) Section 5.2 of that Certain Employee Investors Shareholders Agreement, dated August 26, 2011, by and among the Company and the investors signatory thereto, and (iii) Section 5.2 of that certain Sponsor Shareholders Agreement, dated August 26, 2011, by and among the Company and the investors signatory thereto, shall, in each case, not be considered willful misconduct for purposes of this Agreement.
