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
Subject to the other limitations of this Section 8.3(e), the Parent Termination Fee, the Reimbursement Obligations and the Enforcement Expenses shall be the maximum aggregate liability (including in the case of fraud or any Willful and Material Breach) of Parent and Merger Sub hereunder (and, without duplication, of the Limited Guarantors under the Limited Guarantee) with respect to any and all claims under or relating to this Agreement and the Transactions.
Notwithstanding the foregoing, except as otherwise provided in Section 8.3(e), nothing in this Agreement will relieve any Party from any liability for fraud or any Willful and Material Breach of this Agreement.
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 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 (and, solely with regard to Section 5.3, by a Subsidiary of the Company or Representative of the Company acting on behalf of the Company) took or failed to take action with Knowledge that the action so taken or omitted to be taken constituted, or would reasonably be expected to constitute, a material breach of such covenant or 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 including the correlative term “Willfully and Materially Breach,” shall mean a material breach (or the committing of a material breach) that is a consequence of an 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. ANNEX B Form of Certificate of Incorporation of the Surviving Corporation AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GRIID INFRASTRUCTURE INC. [·], 202[·] FIRST. The name of the corporation is GRIID Infrastructure Inc. (the “Corporation”).
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 failure to take such act, or the failure to cure such breach, would cause or constitute such material breach. 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 Academic/Governmental Persons Section 3.13(g) Action Section 3.07 Adverse Recommendation Change Section 5.02(d) Agreement Preamble Announcement Section 5.04 Appraisal Shares Section 2.06(a) Balance Sheet Date Section 3.05(c) Bankruptcy and Equity Exceptions Section 3.03(a) Book Entry Share Section 2.01(c) Capitalization Date Section 3.02(a) Certificate Section 2.01(c) Certificate of Merger Section 1.05 Closing Section 1.04 Closing Date Section 1.04 Code Section 1.01(i) 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 ESPP Section 3.02(a) Company IP Section 3.13(b) Company Partner Section 3.20(a) Company Preferred Stock Section 3.02(a) Company Registrations Section 3.13(a) Company SEC Documents Section 3.05(a) Company Securities Section 3.02(b) Company Termination Fee Section 7.03(a)(ii) Compensation Committee Section 5.11 Confidentiality Agreement Section 5.05 Continuation Period Section 5.08(a) Continuing Employee Section 5.08(a) DGCL Recitals Divestiture Action Section 5.03(c) Effective Time Section 1.05 Employee/Contractor IP Agreement Section 3.13(f) Environmental Laws Section 3.12 Exchange Act Section 3.04 Exchange Fund Section 2.02(a) Terms Not Defined in this Section 8.12 Section Expiration Time Section 1.01(d) Filed SEC Documents Article III Foreign Plan Section 3.10(b) Indemnitee Section 5.06(a) Initial Expiration Time Section 1.01(d) Interested Party Transaction Section 3.23 Intervening Event Section 5.02(j) Intervening Event Adverse Recommendation Change Section 5.02(d) Judgment Section 3.07 Key Clinical Event Section 3.24 Key Product NDA Section 3.24 Laws Section 3.08 Material Contract Section 3.17(a) Merger Recitals Merger Consideration Section 2.01(c) Merger Sub Preamble Minimum Condition Annex I NASDAQ Section 1.01(e)(ii) Offer Recitals Offer Acceptance Time Section 1.01(b) Offer Conditions Section 1.01(b) Offer Documents Section 1.01(h)