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.

Willfully Breached is defined in Section 6.1(c).

Examples of Willfully Breached in a sentence

It is understood that the condition precedent set forth in Section 9.2(b), as applied to the Company’s obligations under this Section 8.2, shall be deemed to be satisfied unless (i) the Company shall have Willfully Breached this Section 8.2, (ii) such Willful Breach shall not have been cured within 10 days after receipt of written notice thereof from Parent and (iii) such Willful Breach shall have been the primary cause of Parent’s failure to obtain the Financing.
Section 7.2(b) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: “The Company shall not, from the Amendment Date until the Effective Time, have Willfully Breached in a manner that is material with respect to the Transactions, taken as a whole, the covenants or agreements of the Company under this Agreement to be performed or complied with by it as of such time.

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.

Willfully Breached 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 result in a breach, and “Willful Breach” has the meaning correlative thereto.

Willfully Breached has a correlative meaning. The following terms are defined elsewhere in this Agreement, as indicated below: “Agreement” Preamble

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).

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).