Willful and Material Breach means a deliberate act taken or deliberate failure to act that the breaching party intentionally takes (or fails to take) with the actual knowledge that the taking of such act or failure to take such act constitutes, or will constitute, a material breach or deemed 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 means a material breach that is a consequence of an act undertaken by the breaching Party with the actual knowledge and intent that the taking of such act would constitute a breach of this Agreement.
Examples of Willful and Material Breach in a sentence
Notwithstanding the foregoing, no party hereto shall be relieved from liability for any Willful and Material Breach of this Agreement occurring prior to the termination of this Agreement.
More Definitions of Willful and Material Breach
Willful and Material Breach means 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) is reasonably likely to constitute a breach of this Agreement. [The next page is the signature page.] 140
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, cause a breach of this 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 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 means a material breach that is a consequence of an act undertaken or failure to act by the breaching party with the knowledge that the taking of or failure to take such act would cause a material breach of this Agreement.
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 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. The following capitalized terms shall have the respective meanings ascribed thereto in the sections of the Agreement noted below opposite each such capitalized term. Term Section Agreement Preamble Alternative Financing 7.4(c) Anti-Corruption Laws 3.9(d) Audited Company Balance Sheet 3.7 Book-Entry Shares 1.4(b) Cancelled Shares 1.4(c) Certificate 1.4(b) Certificate of Merger 1.2 Change of Recommendation 7.3(d) Clearance Date 7.3(a) Closing 2.1 Closing Date 2.1 Code 2.5 Commitment Letters 4.4(b) Company Preamble Company Approvals 3.4(a) Company Balance Sheet Date 3.7 Company Board Recitals Company Common Stock 1.4(b) Company Disclosure Schedules Article 3 Company Employees 7.7(c) Company Liability Limitation 8.3(d) Company Material Contract 3.18(a)(xiv) Company Permits 3.9(b) Company Preferred Stock 3.2(a) Company Recommendation 3.3(a) Company Registered Intellectual Property 3.15(a) Company Related Parties 8.3(d) Company SEC Documents 3.5(a) Company Severance Plans 7.7(c) Company Stockholder Approval 3.3(b) 94 Company Stockholder Meeting 7.3(b) Company Termination Fee 8.3(a) Confidentiality Agreement 9.10 Consents 7.1 Continuation Period 7.7(c) Debt Commitment Letter 4.4(a) Debt Fee Letters 4.4(a) Debt Financing 4.4(a) Definitive Agreements 7.4(a) DGCL Recitals Dissenting Shares 1.4(d) Effective Time 1.2 End Date 8.1(b)(i) Enforceability Exceptions 3.3(d) Equity Commitment Letter 4.4(b) Equity Financing 4.4(b) Equity Investor 4.4(b) Ex-Im Laws 3.9(g)(i) Fair Value 4.13(d) Financing 4.4(b) Financing Amounts 4.4(e) Foreign Plan 3.11(c) Go-Shop Period 6.1 Governmental Entity 3.4(a) Guarantee 4.5 HSR Act 3.4(a) Indemnified Party 7.8(b) Leased Real Property 3.14 Lender Related Party 8.3(e) Material Customers 3.18(a)(xii) Material Vendors 3.18(a)(xii) Merger Recitals Merger Consideration 1.4(b) Merger Sub Preamble New Plans 7.7(d) No-Shop Period Start Date 6.1 OFAC 3.9(g)(iv) Old Plans 7.7(d) Parent Preamble Parent Approvals 4.3(a) Parent Disclosure Schedules Article 4 Parent Liability Limitation 8.3(e) Parent Material Adverse Effect 4.1 Parent Related Parties 8.3(e) Parent Termination Fee 8.3(b) Parties Preamble 95...