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 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 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
Nothing in this Section 8.11 shall relieve any party from any liability for any Willful and Material Breach of this Agreement occurring prior to the termination of this Agreement and the provisions of this Section 8 (other than Section 8.1) shall survive any termination of this Agreement.
Notwithstanding the termination of this Agreement, none of Parent, Merger Sub or the Company shall be relieved or released from any liabilities or damages arising out of its Willful and Material Breach of any provision of this Agreement, subject only, with respect to any such liabilities of the Company, to Section 9.04(b) and, with respect to any such liabilities of Parent, to Section 9.04(c) and Section 9.09.
The Company’s or Parent’s pursuit of specific performance at any time will not be deemed an election of remedies or waiver of the right to pursue any other right or remedy to which such party may be entitled, including the right to pursue remedies for liabilities or damages incurred or suffered by the other party in the case of a breach of this Agreement involving a Willful and Material Breach.
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.
Neither the Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such Party’s Willful and Material Breach of any material provision of this Agreement.
More Definitions of Willful and Material Breach
Willful and Material Breach means a material breach of any representation, warranty, covenant or agreement set forth in this Agreement that is a consequence of an act or failure to act by a Party with the actual knowledge that the taking of such act or failure to act would cause, or would reasonably be expected to result in, a material breach; it being acknowledged and agreed, without limitation, that any failure by a Party to close the transactions contemplated hereby, including the Merger, after the applicable conditions thereto have been satisfied or waived shall constitute a Willful and Material 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 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, 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...
Willful and Material Breach shall have the meaning set forth in Section 8.2.