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.
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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.
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Willful. Not in good faith and without reasonable belief that the action or omission to act was in the best interest of the Company.
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Willful. There term "willful" means a knowing, voluntary, intentional violation of a known legal duty.
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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.
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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.
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Willful. A deliberate or intentional act, coupled with the requisite understanding of the wrongfulness of the act in a criminal sense.
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Willful. As defined in Section 11(A)(2).
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Related to Willful

  • Misconduct During employment with the Cardinal Group and with respect to clauses (A), (D), (E), (F) and (G), for three years after the Termination of Employment for any reason, Awardee agrees not to engage in Misconduct. If Awardee engages in Misconduct during employment or within three years after the Termination of Employment for any reason, then (i) Awardee immediately forfeits the Performance Share Units that have not yet vested or that vested at any time within three years prior to the date the Misconduct first occurred and have not yet been paid pursuant to Paragraph 6, and those forfeited Performance Share Units automatically terminate, and (ii) Awardee shall, within 30 days following written notice from the Company, pay to the Company in cash an amount equal to: (A) the gross gain to Awardee resulting from the payment of the Performance Share Units pursuant to Paragraph 6 that had vested at any time within three years prior to the date the Misconduct first occurred less (B) $1.00. The gross gain is the Fair Market Value of the Shares represented by the Performance Share Units on the [Payment Date]1 / [applicable payment date]2. As used in this Agreement, “Misconduct” means (A) disclosing or using any of the Cardinal Group’s confidential information (as defined by the applicable Cardinal Group policies and agreements) without proper authorization from the Cardinal Group or in any capacity other than as necessary for the performance of Awardee’s assigned duties for the Cardinal Group; (B) violation of the Standards of Business Conduct or any successor code of conduct or other applicable Cardinal Group policies, including but not limited to conduct which would constitute a breach of any representation or certificate of compliance signed by Awardee; (C) fraud, gross negligence or willful misconduct by Awardee, including but not limited to fraud, gross negligence or willful misconduct causing or contributing to a material error resulting in a restatement of the financial statements of any member of the Cardinal Group; (D) directly or indirectly soliciting or recruiting for employment or contract work on behalf of a person or entity other than a member of the Cardinal Group, any person who is an employee, representative, officer or director in the Cardinal Group or who held one or more of those positions at any time within the 12 months prior to Awardee’s Termination of Employment; (E) directly or indirectly inducing, encouraging or causing an employee of the Cardinal Group to terminate his/her employment or a contract worker to terminate his/her contract with a member of the Cardinal Group; (F) any action by Awardee and/or his or her representatives that either does or could reasonably be expected to undermine, diminish or otherwise damage the relationship between the Cardinal Group and any of its customers, prospective customers, vendors, suppliers or employees known to Awardee; or (G) breaching any provision of any employment or severance agreement with a member of the Cardinal Group. Nothing in this Agreement will prevent Awardee from testifying truthfully as required by law, prohibit or prevent Awardee from filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state or local government agency (e.g., Equal Employment Opportunity Commission, National Labor Relations Board, Securities and Exchange Commission, etc.), or prevent Awardee from disclosing Cardinal Group’s confidential information in confidence to a federal, state or local government official for the purpose of reporting or investigating a suspected violation of law.

  • Insubordination Bringing intoxicants or illegal drugs into or consuming intoxicants or illegal drugs on any school property or reporting to work under the influence of intoxicants or illegal drugs of any kind in any degree whatsoever;

  • Dishonesty Drinking alcoholic beverages on the job, or reporting for work while intoxicated.

  • Fraud In this Agreement, Fraud means dishonestly obtaining a benefit, or causing a loss, by deception or other means, and includes alleged, attempted, suspected or detected fraud.