Willful Sample Clauses

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. As defined in Section 11(A)(2).
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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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Related to Willful

  • Misconduct Unless a Change of Control shall have occurred after the date hereof:

  • Negligence We will only be liable for the proportion to which the loss or damage to the Goods is caused by or contributed to by Our negligence (including the negligence of any Subcontractor, but excluding the negligence of any Third Party Provider), and in any event that liability will be limited to $100 per item or package, or $1,000 in respect of all Goods moved or stored under this agreement (whichever is the lesser).

  • Insubordination 5. 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 6. Drinking alcoholic beverages on the job, or reporting to work while under the influence of intoxicating substances.

  • Fraud Any suspicion of fraud, waste, or abuse involving the contracting or certification of MWBEs shall be immediately reported to ESD’s Division of Minority and Women’s Business Development at (000) 000-0000. ALL FORMS ARE AVAILABLE AT: xxxx://xxx.xxx.xx.xxx/MWBE/Forms.asp

  • Serious Misconduct In the case of serious misconduct, or for disqualifying crimes as defined in statutes applied to the licensed provision of home care services, each Employer may in its sole discretion, for reasonable cause, bypass any one or all of the steps of progressive discipline. In the case of any form of discipline less than termination, the employee’s disciplinary action shall include a description of the conduct that is the basis for the disciplinary action(s). Each Employer will strive to identify specific corrective action(s) that the employee is expected to take to improve his/her performance.

  • Gross Misconduct If the Participant’s employment with the Company or an Eligible Subsidiary is terminated for Gross Misconduct as determined by the Administrator, the Administrator in its sole discretion may provide that all, or any portion specified by the Administrator, of the Participant’s unvested RSUs shall automatically terminate as of the time of termination without consideration. The Participant acknowledges and agrees that the Participant’s termination of employment shall also be deemed to be a termination of employment by reason of the Participant’s Gross Misconduct if, after the Participant’s employment has terminated, facts and circumstances are discovered or confirmed by the Company that would have justified a termination for Gross Misconduct.

  • Negligent or Willful Damage Un- designated timber meeting Utilization Standards and un- necessarily damaged or negligently or willfully cut by Pur- chaser, if included by Contracting Officer.

  • Neglect Neglect means neglect of an "insured" to use all reasonable means to save and preserve property at and after the time of a loss.

  • No Liability for Ordinary Negligence Neither Silicon, nor any of its directors, officers, employees, agents, attorneys or any other Person affiliated with or representing Silicon shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party through the ordinary negligence of Silicon, or any of its directors, officers, employees, agents, attorneys or any other Person affiliated with or representing Silicon, but nothing herein shall relieve Silicon from liability for its own gross negligence or willful misconduct.

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