Willful Action or Inaction Clause Samples
The "Willful Action or Inaction" clause defines and addresses situations where a party intentionally takes or fails to take an action, knowing that such behavior may breach the agreement or cause harm. In practice, this clause typically clarifies that certain protections, limitations of liability, or indemnities do not apply if a party's conduct is found to be willful, as opposed to accidental or negligent. By distinguishing willful misconduct from other types of behavior, the clause ensures that parties remain accountable for deliberate wrongdoing and cannot escape liability for intentional breaches.
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Willful Action or Inaction. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of an Issuer with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes on or after June 1, 2013 pursuant to Section 3.07, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to June 1, 2013 by reason of any willful action or inaction taken or not taken by or on behalf of an Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to that date, then the applicable redemption price pursuant to Section 3.07 with respect to the first year that the Notes may be redeemed at the Issuers’ option (other than with the net cash proceeds of an Equity Offering or on a make-whole basis) will also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.