Intentional Breach definition

Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

Intentional Breach means an act or omission taken with the knowledge that such action or omission constitutes, or would reasonably be expected to result in, a material breach of this Agreement.

Intentional Breach has the meaning set forth in Section 7.5(a).

Examples of Intentional Breach in a sentence

• Nothing contained in this Section 9.2 shall relieve Parent, Sub or the Company from liability for fraud or a Knowing and Intentional Breach of this Agreement.

• Type of Breach (1) Intentional Breach: The SAOP should determine if the target was the information or the device housing the information, such as a mobile phone or laptop.

• The Company shall be deemed to be in Intentional Breach of this Agreement if a duly executed irrevocable consent of the stockholders of the Company, in the form attached hereto as Exhibit D, that constitutes the Stockholder Consent shall not have been delivered to Parent within 24 hours following the execution of this Agreement.

• The Buyer Parties shall be deemed to be in Intentional Breach of this Agreement if the Buyer Parties fail to consummate the Merger by the time required in Section 2.2 (including the proviso thereto) if all conditions set forth in Sections 8.1 and 8.2 have been satisfied (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing) and the Company stood ready and willing to consummate the Merger at such time.

• Any failure to have all such necessary funds at the Expiration Time and the Effective Time shall constitute an Intentional Breach of this Agreement.

More Definitions of Intentional Breach

Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission (including a failure to cure circumstances) taken or omitted to be taken that the breaching Person intentionally takes (or fails to take) and knows (or should reasonably have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

Intentional Breach means, with respect to any agreement or covenant hereunder, an action or omission (including a failure to cure circumstances) taken or omitted to be taken after the date hereof that the breaching Person intentionally takes (or fails to take) and knows would, or would reasonably be expected to, cause a material breach of such agreement or covenant. For the avoidance of doubt, and without limiting the foregoing, any failure of Montage or Marigold to consummate the Closing when required by Section 1.1 shall be an Intentional Breach by such party of such party’s covenants hereunder.

Intentional Breach means (a) with respect to any breach of a representation or warranty contained in this Agreement, a material breach of such representation or warranty that has been made with the knowledge of the breaching party, (b) with respect to any breaches or failures to perform any of the covenants or other agreements contained in this Agreement, a material breach, or failure to perform, that is a consequence of an act or omission undertaken by the breaching party with the knowledge that the taking of, or failure to take, such act would, or would be reasonably expected to, cause a material breach of this Agreement and (c) the failure to effect the Closing when required pursuant to the terms of this Agreement.

Intentional Breach means, with respect to any agreement or covenant of a Party in this Agreement, an action or omission intentionally taken or omitted to be taken by such Party in material breach of such agreement or covenant that the breaching Party takes (or fails to take) with actual knowledge (determined without regard to the definition of “knowledge” in this Agreement) that such action or omission would, or would reasonably be expected to, cause such material breach of such agreement or covenant.

Intentional Breach means, with respect to any representation, warranty, covenant or agreement expressly contemplated by this Warrant Certificate, a material breach that is the result of an act undertaken or the failure to undertake an action that the breaching party intentionally takes (or intentionally fails to take) with the knowledge that the taking of or failure to take such act would, or would reasonably be expected to, cause a material breach of this Warrant Certificate.

Intentional Breach means an action or omission taken or omitted to be taken that the breaching Party intentionally takes (or fails to take) and knows (or should reasonably have known) would, or would reasonably be expected to, cause a material breach of this Agreement. The Confidentiality Agreement and the provisions of this Section 10.2 and Article XI shall survive any termination of this Agreement pursuant to Section 10.1.

Intentional Breach means any breach by Lessees or Contractor of the Significant Provisions which is the result of an action by the Boards of Directors of Lessees or Contractor or by any of their officers empowered to take such action or any agent authorized by the Board or any such officers to take such action to intentionally breach any of the Significant Provisions.