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 means a material breach that is a consequence of an act undertaken by the breaching Party with the actual knowledge and intent that the taking of such act would constitute a breach of this Agreement.
Examples of Willful and Material Breach in a sentence
Nothing in this Section 8.11 shall relieve any party from any liability for any Willful and Material Breach of this Agreement occurring prior to the termination of this Agreement and the provisions of this Section 8 (other than Section 8.1) shall survive any termination of this Agreement.
Notwithstanding the termination of this Agreement, none of Parent, Merger Sub or the Company shall be relieved or released from any liabilities or damages arising out of its Willful and Material Breach of any provision of this Agreement, subject only, with respect to any such liabilities of the Company, to Section 9.04(b) and, with respect to any such liabilities of Parent, to Section 9.04(c) and Section 9.09.
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.
Notwithstanding the foregoing, no party hereto shall be relieved from liability for any Willful and Material Breach of this Agreement occurring prior to the termination of this Agreement.
Neither the Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such Party’s Willful and Material Breach of any material provision of this Agreement.
More Definitions of Willful and Material Breach
Willful and Material Breach means (i) 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 (ii) with respect to any material breach of a covenant or other agreement, that is a consequence of a willful act or willful failure to act undertaken by the breaching party with actual knowledge that such party’s action or failure to act would result in or constitute a material breach of this Agreement.
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 of, or a material failure to perform, any covenant, representation, warranty or agreement set forth in this Agreement, in each case 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 the 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. Each of the following terms is defined in the Section set forth opposite such term: Term Section Adverse Recommendation Change Section 6.03(a) Agreement Preamble Blueapple Recitals Blueapple Sale Agreement Recitals Certificate of Merger Section 2.01(b) Certificates Section 2.03(a) Chosen Court Section 11.08 Claim Section 7.02(b) Closing Section 2.01(a) Closing Date Section 2.01(a) Company Preamble Company 401(k) Plan Section 7.03(e) Company Acquisition Agreement Section 6.03(a) Company Board Recommendation Section 4.02(b) Company Employee Section 7.03(a) Term Section Company SEC Documents Section 4.07(a) Company Securities Section 4.05(b) Company Stockholder Approval Section 4.02(a) Company Stockholder Meeting Section 6.02 Company Subsidiary Securities Section 4.06(c) Continuation Period Section 7.03(a) COVID-19 Company Exception Section 6.01 D&O Insurance Section 7.02(c) Data Protection Laws Section 4.12(b) Data Protection Requirements Section 4.22(a) Dissenting Shares Section 2.04 Divestiture Section 8.01(d) Effective Time Section 2.01(b) Employee Plan Section 4.17(a) End Date Section 10.01(b)(i) Environmental Laws Section 4.20 FCPA Section 4.12(c) Financing Section 8.07(a) Foreign Antitrust Approvals Section 8.01(b) Foreign Licensing Approvals Section 8.01(b) Indemnified Person Section 7.02(a) Inquiry Section 6.03(a) Internal Controls Section 4.07(g) IRS Section 4.17(a) IT Assets Section 4.22(b) Leased Real Property Section 4.14(a) Malicious Code Section 4.22(b) Material Contract Section 4.21(a) Maximum Tail Premium Section 7.02(c) MDP Entities Recitals Merger Recitals Merger Consideration Section 2.02(a)(i) Merger Subsidiary Preamble Multiemployer Plan Section 4.17(c) Non-Cooperation Notice Section 8.07(e) Owned Company Shares Section 2.02(a)(ii) Paired Interest Exchange Section 2.02(b) Parent Preamble Parent 401(k) Plan Section 7.03(e) Parent Common Stock Section 2.05(a) Parent Option Award Section 2.05(d) Parent RSU Award Section 2.05(a) Paying Agent Section 2.03(a) Payme...
Willful and Material Breach shall have the meaning set forth in Section 8.2.