Willful Clause Samples
The "Willful" clause defines actions or omissions that are done intentionally, knowingly, or with deliberate disregard. In practice, this clause distinguishes between conduct that is accidental or negligent and conduct that is purposeful, such as a party knowingly breaching a contract term or intentionally failing to perform an obligation. Its core function is to clarify the standard of intent required for certain liabilities or remedies, ensuring that only deliberate misconduct triggers specific consequences or heightened penalties.
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Willful. Your act or omission will be considered "willful" if (A) it is done with reckless disregard for the consequences for UBL or anyone employed by or associated with UBL; (B) it is intentional; (C) it is grossly negligent; (D) it is done in bad faith; or (E) it is done knowingly without reasonable belief that Your act or omission is in the best interests of UBL. Any act, or failure to act, based upon authority given to You pursuant to a resolution duly adopted by the Board shall be conclusively presumed to be done, or omitted to be done, by You in good faith and in the best interests of UBL.
Willful. For purposes of this Agreement, no act or failure to act on Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by Executive intentionally, in bad faith or without reasonable belief that the action or omission was in the best interests of the Company.
Willful. Not in good faith and without reasonable belief that the action or omission to act was in the best interest of the Company.
Willful. There term "willful" means a knowing, voluntary, intentional violation of a known legal duty.
Willful. For clarity, any of the limitations of the liability of Sellers for itself and/or for any of its Affiliates contained in this Agreement shall not apply in the event of willful misconduct or willful omission of Sellers and/or of any of its Affiliates.
Willful. For purposes of Sections 7.5(a)(i) and (ii), an act, or omission to act, on Executive's part shall be considered "willful" only if done, or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the best interest of Employer; provided, that any act, or omission to act, on Executive's part in reliance upon an opinion of counsel to Employer or counsel to Executive shall not be deemed to be willful.
Willful. A deliberate or intentional act, coupled with the requisite understanding of the wrongfulness of the act in a criminal sense.
Willful. As defined in Section 11(A)(2).