definiens: means that all of the following elements have been satisfied : ( a ) the representations and warrantiescontained in Article III, Article IV or Article V ( as modified by the Schedules ) contain a false statement of a materialfact, ( b ) the party making such false statement of material fact ( i ) has actual knowledge of the falsity of suchstatement, ( ii ) makes such false statement with the intent to deceive the party to whom such false statement ofmaterial fact is made and ( iii ) makes such false statement with the intent to induce reliance in the party to whom suchfalse statement of material fact is made, and ( c ) the party to whom such false statement of material fact is made ( i)justifiably relies on such false statement of fact and ( ii ) suffers actual Loss as a result of such reliance . In no eventshall any Person be liable for the fraud of any other Person