“Fraud” shall mean intentional fraud in the making of a representation or warranty contained in Article II or Article III and requires that: (a) the party to be charged with such fraud made a false representation of material fact in Article II or Article III (including any “bringdown” or other confirmation with respect to any such representation or warranty); (b) such party had actual knowledge that such representation was false when made and acted with scienter; (c) the false representation caused the party to whom it was made, in reasonable reliance upon such false representation and with ignorance as to the falsity of such representation, to take or refrain from taking action; and (d) the party to whom the false representation was made suffered any Loss by reason of such reliance. “Fraud” expressly excludes any other claim of fraud that does not include the elements set forth in this definition, including equitable fraud, promissory fraud, unfair dealings fraud, negligent or reckless misrepresentation or any similar theory.

“Fraud” means intentional or willful misrepresentation in respect of the representations and warranties set forth in Articles III, IV or V, as applicable, with actual knowledge (as opposed to imputed or constructive knowledge) that such statements were false when made and it could reasonably be expected that the other party would rely thereon to its detriment.