fraud, malfeasance, negligence, dishonesty, or willful misconduct with respect to the Company;

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.

Gross Negligence and Willful Misconduct. Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article VII to the extent any Losses were attributable to such Indemnified Party’s own gross negligence or willful misconduct.

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.

Willful Deceit; Willful Misconduct. This Section 12.5 as well as any other limitations and exclusions of liability pursuant to this Agreement shall not apply to any rights and remedies for willful deceit (arglistige Täuschung) by the Seller or the Seller’s own willful misconduct (Vorsatz), in which case statutory law shall apply.

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 EXECUTION VERSION

Negligence or Willful Misconduct of Indemnitee. Notwithstanding anything to the contrary in this Agreement, # a Purchaser Indemnitee shall not be entitled to defense or indemnification to the extent the applicable Indemnification Loss results from the gross negligence or willful misconduct of any Purchaser Indemnitee, and # a Seller Indemnitee shall not be entitled to defense or indemnification to the extent the applicable Indemnification Loss results from the gross negligence or willful misconduct of any Seller Indemnitee.

. Notwithstanding anything in this Article VI to the contrary, in the event of any breach of a representation, warranty, covenant, agreement or obligation by any party hereto that results from intentional misrepresentation or willful misconduct or constitutes Fraud, by or on behalf of # any Seller (including any intentional misrepresentation, willful misconduct or act constituting Fraud committed by any Affiliate, officer, director, employee or agent of any Seller, the Company in connection with the consummation of the transactions contemplated by this Agreement and/or the Transaction Documents) or # the Buyer (including any intentional misrepresentation, willful misconduct or fraudulent act committed by any Affiliate, officer, director, employee or agent of the Buyer or any willful misconduct on the part of any of them in connection with the consummation of the transactions contemplated by this Agreement), then # such representation, warranty, covenant, agreement or obligation will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and will continue in full force and effect for the period of the applicable statute of limitations without regard to any Survival Date, # the limitations set forth in this Article VI shall not apply to any Loss that the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with any such breach, and # none of such Losses shall be subject to or shall count towards the satisfaction of the Cap.

fraud, intentional misrepresentation or willful misconduct.

The liability of any Person under Article IX will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on such Person’s Fraud or willful misconduct. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement, including the provisions set forth in ‎Article IX, shall be deemed a waiver by any party to this Agreement of any right or remedy which such party may have at law or in equity based on such other Person’s Fraud or willful misconduct, nor will any such provisions limit, or be deemed to limit # the amounts of recovery sought or awarded in any such claim for Fraud or willful misconduct, # the time period during which such claim for Fraud, or willful misconduct may be brought, or # the recourse which any such Person may seek against such other Person with respect to a claim related to such Person’s Fraud or willful misconduct.