Willfully Breached definition

Willfully Breached means a material breach of this Agreement as a result of a deliberate action taken or deliberate failure to act that the breaching party intentionally takes (or fails to take) and actually knows would, or would reasonably be expected to, be or cause a breach of this Agreement.
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Willfully Breached has a correlative meaning.
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Willfully Breached is defined in Section 6.1(c).
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Examples of Willfully Breached in a sentence

  • Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 6.2(b) , as it applies to the Company’s and the Company Subsidiaries’ obligations under this Section 5.10 , shall be deemed satisfied unless the Company and the Company Subsidiaries have Willfully Breached their obligations under this Section 5.10 and such Willful Breach has been a primary cause of the Debt Financing not being obtained.

  • The risk shall only pass to BMZ at the place of receipt upon acceptance by BMZ or, in case of installation or assembly of the delivered goods by the supplier, upon commissioning at BMZ.


More Definitions of Willfully Breached

Willfully Breached means a material breach that is a consequence of an intentional action or an intentional failure to act (not mere negligence, gross negligence or recklessness) taken by the Chief Executive Officer.
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Willfully Breached. (or any similar variation thereof) means a material breach of any representation, warranty, agreement or covenant contained in this Agreement by a party hereto (or, solely with respect to Section 5.3, by an Affiliate of the Company or a Representative of the Company or any of its Affiliates) that is the consequence of an action undertaken or omission by the breaching party (or, if applicable, the breaching Representative or Affiliate), with the actual knowledge that the taking of such action or omission would, or would reasonably be expected to, cause such material breach (it being understood that, for purposes of the foregoing definition, the representations and warranties contained in this Agreement shall be deemed to have been made, and to be capable of being breached, only as of the date hereof).
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Willfully Breached. (or any similar variation or derivation thereof) shall mean with respect to any breaches or failures to perform any of the covenants or other agreements contained in this Agreement, a material breach or failure to perform that is a consequence of an act or a failure to act undertaken by the breaching party with actual knowledge (or the knowledge that a reasonable person in such party or Representative’s position with knowledge of the terms of this Agreement would be expected to have) that such party’s act or failure to act constitutes, or will result in, a material breach of this Agreement. For the sake of clarity, references to “party” in this definition include Representatives for which the party is liable for their act or failure to act under Section 5.3(a).
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Related to Willfully Breached

  • Willful Breach means a material 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 act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Breach shall have the meaning given to such term under the IEA and CMPPA. It shall 15 include a "PII loss" as that term is defined in the CMPPA.

  • Serious violation means OCC has made a valid finding when assessing a serious complaint that alleges:

  • Willful means any act or omission by the Executive that was in good faith and with a reasonable belief that the action or omission was in the best interests of the Company or its affiliates. Any act or omission based upon authority given pursuant to a duly adopted Board resolution, or, upon the instructions of any senior officer of the Company, or based upon the advice of counsel for the Company will be conclusively presumed to be taken or omitted by the Executive in good faith and in the best interests of the Company and/or its affiliates.

  • Data Breach means the unauthorized access by an unauthorized person that results in the use, disclosure or theft of Customer Data.

  • Felony Conviction means a conviction within the preceding 24 months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the United States Code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C. 3559.