Knowing and Intentional Breach definition

Knowing and Intentional Breach means a material breach that is a consequence of an act undertaken by the breaching party with the knowledge that the taking of such act, or failure to act, would, or would be reasonably expected to, result in a breach of this Agreement.

Knowing and Intentional Breach means a material breach that is a consequence of an act undertaken by the breaching party with the knowledge that the taking of such act, or failure to act, would, or would reasonably be expected to, result in a breach of the Agreement.

Knowing and Intentional Breach means an action or omission taken or omitted to be taken that the breaching party intentionally takes (or fails to take) and knows would, or knows would reasonably be expected to, cause a material breach of this Agreement.

Examples of Knowing and Intentional Breach in a sentence

• Notwithstanding the foregoing, nothing herein shall release any party from liability for fraud or Knowing and Intentional Breach of this Agreement.

• Nothing contained in this Section 9.2 shall relieve Parent, Sub or the Company from liability for fraud or a Knowing and Intentional Breach of this Agreement.

• Subject to Section 9.13, after the Closing, the indemnities provided in this Section 7 shall be, in the absence of fraud or Knowing and Intentional Breach, the sole and exclusive monetary remedies of the Parties for any breach of representation, warranty, covenant or agreement contained in this Agreement.

• Neither the provisions of this Section 6.2 nor the termination of this Agreement shall relieve any party hereto from any liability to any other party arising out of or in connection with a Knowing and Intentional Breach of this Agreement.

• Notwithstanding anything to the contrary in this Agreement, the parties agree that the Tender Offer Condition set forth in clause (v)(d) of Annex A, as applied to the Company’s obligations under this Section 7.14(a), shall be deemed satisfied unless the Debt Financing has not been obtained as a direct and primary result of the Company’s Knowing and Intentional Breach of its obligations under Section 7.14(a) as determined in a final, non-appealable judgment of a court of competent jurisdiction.

More Definitions of Knowing and Intentional Breach

Knowing and Intentional Breach has the meaning assigned to such term in Section 8.2 of the Agreement.

Knowing and Intentional Breach means a breach or failure to perform a covenant or obligation that is a consequence of an act undertaken by the breaching party with the actual knowledge that the taking of such act would, or would reasonably be expected to, cause a material breach of this Agreement; and (ii) “fraud” means the intentional (and not constructive) fraud of a Person in making a representation (whether or not in this Agreement), with the actual (and not constructive) knowledge that such representation was false when made, with the express intention of inducing the person to whom the representation was made to rely on it (it being understood that “fraud” includes extra-contractual fraud).

Knowing and Intentional Breach means a material breach of or a material failure to perform any of the covenants or other agreements contained in this Agreement or the Voting and Support Agreement or the Equity Financing Letter, that is a consequence of an act undertaken by the breaching party with the knowledge that the taking of such act, or failure to act, after reasonable inquiry, would, or would be reasonably expected to, result in a breach of this Agreement or the Voting and Support Agreement or the Equity Financing Letter. In the case of any covenant with respect to which a party hereto agrees to cause an Affiliate to take or omit to take an action, the failure of such Affiliate to act as required by such covenant that would be a Knowing and Intentional Breach of such covenant by such Affiliate if it were a party hereto and bound by such covenant will be treated as a Knowing and Intentional Breach by such party hereto.

Knowing and Intentional Breach means, with respect to any representation, warranty, covenant or agreement, a deliberate act or deliberate failure to act, which act or failure to act constitutes in and of itself a breach of the agreement, regardless of whether breaching was the conscious object of the act or failure to act; and

Knowing and Intentional Breach has the meaning assigned to such term in Section 8.2 of the Agreement. An Entity shall be deemed to have “Knowledge” of a fact or other matter if any of the members of its board of directors or any member of the management of such Entity has actual knowledge of such fact or other matter; provided, however, that the Company shall only be deemed to have Knowledge of a fact or other matter if any of the individuals listed on Schedule 1 has actual knowledge of such fact or other matter.

Knowing and Intentional Breach means a material breach of or a material failure to perform any of the covenants or other agreements contained in this Agreement that is a consequence of an act undertaken by the breaching party with the knowledge that the taking of such act, or failure to act, after reasonable inquiry, would, or would be reasonably expected to, result in a breach of this Agreement. In the case of any covenant in which a party hereto agrees to cause an Affiliate to take or omit to take an action, the failure of such Affiliate to act as specified that would be a Knowing and Intentional Breach of such Affiliate if it were a party hereto and bound by such covenant will be treated as a Knowing and Intentional Breach by the party agreeing to cause such Affiliate to take or omit to take an action.

Knowing and Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission that (i) in the case of the Buyer, the Buyer (without 48 duty of inquiry or investigation) actually knows (disregarding imputed or constructive knowledge) to constitute a breach of such representation, warranty, agreement or covenant; and (ii) in the case of any Sellers, to Sellers’ Knowledge constitutes a breach of such representation, warranty, agreement or covenant.