Willful and Material Breach means a material breach that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a breach of this Agreement.
Willful and Material Breach means a deliberate act taken or deliberate failure to act that the breaching party intentionally takes (or fails to take) with the actual knowledge that the taking of such act or failure to take such act constitutes, or will constitute, a material breach or deemed breach of this Agreement.
Willful and Material Breach including the correlative term “Willfully and Materially Breach,” shall mean a material breach that is a consequence of an intentional act or failure to take an act by the breaching party with the Knowledge that the taking of such act (or the failure to take such act) may constitute a breach of this Agreement.
Examples of Willful and Material Breach in a sentence
The Company’s or Parent’s pursuit of specific performance at any time will not be deemed an election of remedies or waiver of the right to pursue any other right or remedy to which such party may be entitled, including the right to pursue remedies for liabilities or damages incurred or suffered by the other party in the case of a breach of this Agreement involving a Willful and Material Breach.
More Definitions of Willful and Material Breach
Willful and Material Breach means, with respect to a Party, that such Party does one or more of the following: (a) willfully and intentionally breaches in any material respect (by refusing to perform or by taking an action prohibited) any material pre-Closing covenant applicable to such Party or (b) willfully and intentionally causes any of its representations or warranties under this Agreement to not be true and correct. For the avoidance of doubt, any failure by a Party to conduct the Closing when required pursuant to the terms of this Agreement shall constitute a “Willful and Material Breach.”
Willful and Material Breach means (a) with respect to any material breach of a representation and warranty, that the breaching party had knowledge, or would reasonably be expected to know, of such breach as of the date of this Agreement and (b) with respect to any material breach of a covenant or other agreement, that the breaching party took or failed to take action with knowledge, or would reasonably be expected to know, that the action so taken or omitted to be taken constituted a material breach of this Agreement.
Willful and Material Breach means, a material breach of the applicable Management Agreement, as determined by a final, non-appealable judgment of a court or independent tribunal of competent jurisdiction, that is a consequence of a deliberate act undertaken by the breaching party, with knowledge that the taking of such act would cause a breach of the applicable Management Agreement, and which act has subjected the Company and its subsidiaries, taken as a whole, to uninsured liability, individually or in the aggregate, in an amount in excess of $100,000,000.
Willful and Material Breach means, with respect to any party, (a) fraud with respect to the representations, warranties, covenants or other agreements of such party set forth in this Agreement or any Transaction Document or (b) an act or a failure to act by such party with the actual or constructive knowledge that the taking of such act or failure to take such act could cause or result in a material breach of this Agreement or any Transaction Document and does actually cause or result in a material breach of this Agreement or such Transaction Document. For the avoidance of doubt, a failure of a party to consummate the Merger as required pursuant to Section 1.3 in accordance with the terms of this Agreement (and, in the case of Parent or Merger Sub, regardless of whether the Financing has been obtained) shall be deemed to be a Willful and Material Breach.
Willful and Material Breach means, with respect to any covenant, representation, warranty or other agreement set forth in this Agreement, a material breach that is a consequence of an act or failure to act undertaken or omitted to be taken by the breaching Party with the actual or constructive knowledge (which shall be deemed to include knowledge of facts that a Person acting reasonably should have known, based on reasonable due inquiry) that the taking of such act or failure to take such act would, or would reasonably be expected to, cause, or constitute a breach of the relevant covenant, representation, warranty or other agreement.
Willful and Material Breach means a material breach that is the consequence of an act or omission by the breaching party with the actual knowledge that the taking of such act (or, in the case of an omission, failure to take such act) would cause or constitute such material breach, regardless of whether breaching was the object of the act or failure to act. The following terms are defined in the section of this Agreement set forth after such term below: Terms Not Defined in this Section 8.12 Section Action Section 3.07 Adverse Recommendation Change Section 5.02(d) Agreement Preamble Announcement Section 5.04 Appraisal Shares Section 2.07(a) Balance Sheet Date Section 3.05(c) Board Recommendation Section 5.11(d) Bankruptcy and Equity Exceptions Section 3.03(a) Book Entry Share Section 2.01(c) Capitalization Date Section 3.02(a) CBA Section 3.17(a)(viii) Certificate Section 2.01(c) Certificate of Merger Section 1.03 Claim Section 5.06(b) Closing Section 1.02 Closing Date Section 1.02 Company Preamble Company 401(k) Plan Section 5.08(b) Company Acquisition Agreement Section 5.02(d) Company Board Recommendation Section 3.03(b) Company Common Stock Recitals Company Disclosure Letter Article III Company IP Section 3.13(b) Company Registrations Section 3.13(a) Company Related Parties Section 7.03(d) Company SEC Documents Section 3.05(a) Company Securities Section 3.02(b) Company Termination Fee Section 7.03(a)(ii) Confidentiality Agreement Section 5.05 Continuing Employee Section 5.08(a) Contract Section 3.03(c) Terms Not Defined in this Section 8.12 Section DGCL Recitals DOJ Section 5.03(c) Effective Time Section 1.03 Employee/Contractor IP Agreement Section 3.13(f) Environmental Laws Section 3.12 Exchange Act Section 3.04 Exchange Fund Section 2.02(a) Filed SEC Documents Article III FTC Section 5.03(c) Indemnitee Section 5.06(a) Interested Party Transaction Section 3.25 Judgment Section 3.07 Laws Section 3.08 Material Contract Section 3.17(a) Merger Recitals Merger Consideration Section 2.01(c) Merger Sub Preamble Outside Date Section 7.01(b)(i) Parent Preamble Parent Disclosure Letter Article IV Parent Related Parties Section 7.03(d) Paying Agent Section 2.02(a) Permits Section 3.08 Premium Cap Section 5.06(c) Proxy Statement Section 3.04 Restraints Section 6.01(c) Xxxxxxxx-Xxxxx Act Section 3.05(a) Secretary of State Section 1.03 Securities Act Section 3.05(a) Specified Arrangements Section 5.08(a) Stockholder Approval Section 3.21 Stockholders Meeting Section 5.11(b) Superior Proposal S...
Willful and Material Breach shall have the meaning set forth in Section 8.2.