Willful and Intentional Breach means a breach or failure to perform that is a consequence of an act or omission undertaken by the breaching party with the knowledge that the taking of, or failure to take, such act would, or would reasonably be expect to, cause a breach of this Agreement.
Willful and Intentional Breach means a breach or failure to perform that is a consequence of an act or omission undertaken by the breaching party with the knowledge that the taking of, or failure to take, such act would, or would reasonably be expected to, cause a breach of this Agreement.
Willful and Intentional Breach means a breach of this Agreement that is a consequence of an act deliberately undertaken or deliberately not taken by the breaching Party with the knowledge that the taking of such action or the failure to take such action constituted or would reasonably likely constitute a breach of this Agreement, regardless of whether breaching was the object of the act or failure to act.
Examples of Willful and Intentional Breach in a sentence
Nothing in this Section 7.2 shall relieve any party to this Agreement of liability for any Willful and Intentional Breach of this Agreement occurring prior to such termination.
If this Agreement is terminated pursuant to Section 8.1(c), then Sellers shall be entitled to retain the Deposit in accordance with the Bidding Procedures (it being understood and agreed that disbursement of the Deposit to Sellers shall be liquidated damages and Sellers shall not have any other rights or remedies at law or in equity except in the case of fraud or Willful and Intentional Breach).
If this Agreement is terminated pursuant to Section 8.01, this Agreement shall become void and of no effect without liability of any party (or any Representative of such party) to each other party hereto; provided, however, that the provisions of this Section 8.02 and Article 9 shall survive any termination hereof pursuant to Section 8.01; provided that, nothing herein shall relieve any party from liability for any Willful and Intentional Breach of this Agreement prior to such termination.
Every visitor to a school must register at the school office or security checkpoint and provide a driver’s license or other form of picture identification to receive a visitor’s pass, which must be worn so it is clearly visible.
More Definitions of Willful and Intentional Breach
Willful and Intentional Breach means, with respect to any representation, warranty, agreement, or covenant, a deliberate action or omission (including a failure to cure circumstances) where the breaching party knows such action or omission is or would reasonably be expected to result in, or intends such action or omission to be or reasonably expects such action or omission to, result in a breach of such representation, warranty, agreement or covenant.
Willful and Intentional Breach means a material breach that is a consequence of an act knowingly undertaken by the breaching Party with the intent of causing a breach of this Agreement (it being understood that the failure of the Company or Company LP, on the one hand, or Parent, REIT Merger Sub or Partnership Merger Sub, on the other hand, to consummate the Mergers when required under the terms of this Agreement (and in the case of Parent, REIT Merger Sub or Partnership Merger Sub, regardless of whether any of such entities has obtained or received the proceeds of any Financing) will constitute a willful and intentional breach.
Willful and Intentional Breach means, with respect to any party to this Agreement, a failure by such party to perform or comply with any of its covenants or agreements contained in this Agreement or a breach by such party of any representation or warranty contained in this Agreement, that results from an act or omission undertaken by such party with the Knowledge that such act or omission would, or would reasonably be expected to, cause a material breach of this Agreement by such party.
Willful and Intentional Breach means a willful and intentional breach that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such an act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement, and (B) “Fraud” means actual, knowing and intentional common law fraud under the Laws of the State of Delaware. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness.
Willful and Intentional Breach means, with respect to any representation, warranty, agreement or covenant in this Agreement, a deliberate action or omission (including a failure to cure circumstances) where the individual taking such action (or failing to take such action) on behalf of the breaching Party knows such action or omission is or would reasonably be expected to result in a material breach of such representation, warranty, agreement or covenant. Each of the following terms is defined in the Section set forth opposite such term: Term Section Agreement Preamble Alternative Acquisition Agreement 6.04(b) Antitrust Laws 4.03(b) Book-Entry Shares 2.07(b) Certificate of Merger 2.03 Certificates 2.07(b) Change in Recommendation 6.04(b) Closing 2.02 COBRA 4.09(b) Collective Bargaining Agreement 4.14 Company Preamble Company 401(k) Plan 6.15(c) Company Disclosure Letter Article 4 Company Leased Real Property 4.16(c) Company Material Contracts 4.19(a) Company Meeting 6.17(c) Company Meeting Election 6.17(c) Company Organizational Documents 4.01(b) Company Real Property Leases 4.16(c) Company Recommendation 4.03(a) Company Registered Intellectual Property 4.15(a) Company Stockholders Meeting 6.17(b) Company Subsidiary Organizational Documents 4.01(b) Company Termination Fee 8.03(a) Continuation Period 6.15(a) DGCL Recitals Dissenting Shares 2.08 Divestiture 6.10(d) Effective Time 2.04 Election Notice 6.17(c) End Date 8.01(b)(i) Enforceability Exceptions 4.03(a) Financial Advisor 4.24 Foreign Benefit Plan 4.09(b) Term Section Indemnified Party Section 6.09(c) Merger Recitals Merger Consideration 2.06(a) Merger Sub Preamble Merger Sub Stockholder Approval 5.02(a) Original Company Meeting Date 6.17(c) Parent Recitals Parent Disclosure Letter Article 5 Parent Termination Fee Section 8.03(c) Paying Agent 2.07(a) Payment Fund 2.07(a) Post-Closing Plans 6.15(b) Pre-Closing Period 6.01(a) Premium Cap 6.09(a) Privacy Policies 4.15(e) Proposed Changed Terms 6.04(c)(ii) Proxy Statement 4.03(b) Requisite Company Stockholder Approval 4.03(a) Restraint 6.10(d) SEC Documents 4.04(a) Share Recitals Shares Recitals Superior Proposal Notice 6.04(e) Support Agreement Recitals Surviving Corporation 2.01 Top Customers 4.21 Top Suppliers 4.20 Trade Controls 4.07(c) Unaudited Balance Sheet 4.06 Writing 1.02
Willful and Intentional Breach means a material breach that is a consequence of an act or an omission by the breaching Party with the actual knowledge that the taking of, or failure to take, such act would constitute a material breach of this Agreement. In Witness Whereof, the Parties have caused this Agreement to be executed as of the date first above written. FRANK’S INTERNATIONAL N.V. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chairman, President and Chief Executive Officer NEW EAGLE HOLDINGS LIMITED By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Person [Signature Page to Agreement and Plan of Merger] EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer EXHIBIT A Plan of Merger PLAN OF MERGER Expro Group Holdings International Limited and New Eagle Holdings Limited This Plan of Merger (“Plan of Merger”) is made on ________________________, 2021 between New Eagle Holdings Limited. (the “Surviving Company”) and Expro Group Holdings International Limited (the “Merging Company”, and collectively with the Surviving Company, the “Companies”).
Willful and Intentional Breach means a deliberate act or a deliberate failure to act, which act or failure to act constitutes in and of itself a material breach of this Agreement, regardless of whether breaching was the conscious object of the act or failure to act.