Willful and Material Breach means a material breach of this Agreement that is the consequence of an intentional act or omission by a party with the actual knowledge that the taking of such action or failure to take such action would be a breach of this Agreement.
Willful and Material Breach means a material breach that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a breach of this Agreement.
Willful and Material Breach including the correlative term “Willfully and Materially Breach,” shall mean a material breach that is a consequence of an intentional act or failure to take an act by the breaching party with the Knowledge that the taking of such act (or the failure to take such act) may constitute a breach of this Agreement.
Examples of Willful and Material Breach in a sentence
Notwithstanding the foregoing but subject to Section 8.3(f), nothing in this Agreement will relieve any Party from any liability for any Willful and Material Breach of this Agreement prior to or in connection with the termination of this Agreement.
In the event of termination of this Agreement, the Financing Sources will have no liability to the Company, any of its Affiliates or any of its or their direct or indirect equityholders hereunder or otherwise relating to or arising out of the transactions contemplated hereby or any Debt Financing (including for any Willful and Material Breach).
More Definitions of Willful and Material Breach
Willful and Material Breach means, with respect to any Party, a material breach by such Party of any covenant, agreement or obligation hereunder that is a consequence of an act undertaken by such Party (or the failure by such Party to take an act it is required to take hereunder) with knowledge that the taking of (or failure to take) such act would, or would reasonably be expected to, cause a breach of this Agreement.
Willful and Material Breach means (a) with respect to any material breach of a representation and warranty, that the breaching party had Knowledge of such breach as of the date of this Agreement and (b) with respect to any material breach of a covenant or other agreement, that the breaching party (and, solely with regard to Section 5.3, by a Subsidiary of the Company or Representative of the Company acting on behalf of the Company) took or failed to take action with Knowledge that the action so taken or omitted to be taken constituted, or would reasonably be expected to constitute, a material breach of such covenant or agreement.
Willful and Material Breach means, a material breach of the applicable Management Agreement, as determined by a final, non-appealable judgment of a court or independent tribunal of competent jurisdiction, that is a consequence of a deliberate act undertaken by the breaching party, with knowledge that the taking of such act would cause a breach of the applicable Management Agreement, and which act has subjected the Company and its subsidiaries, taken as a whole, to uninsured liability, individually or in the aggregate, in an amount in excess of $100,000,000.
Willful and Material Breach means, with respect to any covenant, representation, warranty or other agreement set forth in this Agreement, a material breach that is a consequence of an act or failure to act undertaken or omitted to be taken by the breaching party with the actual or constructive knowledge (which shall be deemed to include knowledge of facts that a Person acting reasonably should have known, based on reasonable due inquiry) that the taking of such act or failure to take such act would, or would reasonably be expected to, cause, or constitute a breach of the relevant covenant, representation, warranty or other agreement.
Willful and Material Breach means, with respect to any party, (a) fraud with respect to the representations, warranties, covenants or other agreements of such party set forth in this Agreement or any Transaction Document or (b) an act or a failure to act by such party with the actual or constructive knowledge that the taking of such act or failure to take such act could cause or result in a material breach of this Agreement or any Transaction Document and does actually cause or result in a material breach of this Agreement or such Transaction Document. For the avoidance of doubt, a failure of a party to consummate the Merger as required pursuant to Section 1.3 in accordance with the terms of this Agreement (and, in the case of Parent or Merger Sub, regardless of whether the Financing has been obtained) shall be deemed to be a Willful and Material Breach.
Willful and Material Breach including the correlative term “Willfully and Materially Breach,” shall mean a material breach (or the committing of a material breach) that is a consequence of an act or failure to take an act by the breaching party with the knowledge that the taking of such act (or the failure to take such act) may constitute a breach of this Agreement. ANNEX B Form of Certificate of Incorporation of the Surviving Corporation AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GRIID INFRASTRUCTURE INC. [·], 202[·] FIRST. The name of the corporation is GRIID Infrastructure Inc. (the “Corporation”).
Willful and Material Breach means a material breach of, or a material failure to perform, any covenant, representation, warranty or agreement set forth in this Agreement, in each case that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with the knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a breach of this Agreement. Each of the following terms is defined in the Section set forth opposite such term: Term Section Adverse Recommendation Change Section 6.03(a) Agreement Preamble Blueapple Recitals Blueapple Sale Agreement Recitals Certificate of Merger Section 2.01(b) Certificates Section 2.03(a) Chosen Court Section 11.08 Claim Section 7.02(b) Closing Section 2.01(a) Closing Date Section 2.01(a) Company Preamble Company 401(k) Plan Section 7.03(e) Company Acquisition Agreement Section 6.03(a) Company Board Recommendation Section 4.02(b) Company Employee Section 7.03(a) Term Section Company SEC Documents Section 4.07(a) Company Securities Section 4.05(b) Company Stockholder Approval Section 4.02(a) Company Stockholder Meeting Section 6.02 Company Subsidiary Securities Section 4.06(c) Continuation Period Section 7.03(a) COVID-19 Company Exception Section 6.01 D&O Insurance Section 7.02(c) Data Protection Laws Section 4.12(b) Data Protection Requirements Section 4.22(a) Dissenting Shares Section 2.04 Divestiture Section 8.01(d) Effective Time Section 2.01(b) Employee Plan Section 4.17(a) End Date Section 10.01(b)(i) Environmental Laws Section 4.20 FCPA Section 4.12(c) Financing Section 8.07(a) Foreign Antitrust Approvals Section 8.01(b) Foreign Licensing Approvals Section 8.01(b) Indemnified Person Section 7.02(a) Inquiry Section 6.03(a) Internal Controls Section 4.07(g) IRS Section 4.17(a) IT Assets Section 4.22(b) Leased Real Property Section 4.14(a) Malicious Code Section 4.22(b) Material Contract Section 4.21(a) Maximum Tail Premium Section 7.02(c) MDP Entities Recitals Merger Recitals Merger Consideration Section 2.02(a)(i) Merger Subsidiary Preamble Multiemployer Plan Section 4.17(c) Non-Cooperation Notice Section 8.07(e) Owned Company Shares Section 2.02(a)(ii) Paired Interest Exchange Section 2.02(b) Parent Preamble Parent 401(k) Plan Section 7.03(e) Parent Common Stock Section 2.05(a) Parent Option Award Section 2.05(d) Parent RSU Award Section 2.05(a) Paying Agent Section 2.03(a) Payme...