misdemeanor involving moral turpitude, fraud or misappropriation of funds or # the willful engaging by Participant in misconduct which causes substantial injury to the Company or its Affiliates, its other employees or the employees of its Affiliates or its clients or the clients of its Affiliates, whether monetarily or otherwise. For purposes of this paragraph, no action or failure to act on Participant’s part shall be considered “willful” unless done or omitted to be done, by Participant in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company.

Each party hereto understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct, fraud or gross negligence of the Issuing Bank or its Related Parties, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

any loss to or liability of Director by reason of any Exclusions set forth in, or any of the Endorsements to, the D&O Insurance, except for liabilities arising from Director’s intentional fraud, actual dishonesty, or willful misconduct as finally determined by a court of competent jurisdiction, and except for claims under Section 16(b) of the Securities Exchange Act of 1934 (“Exchange Act”) for so-called six (6) months “short swing profits”; and

fraud, willful misrepresentation, or willful failure to disclose a material fact, in each case, by (or at the direction of) ​ or any ​ Party in connection with the Loan or Property; or

“Cause” means # gross negligence or willful misconduct in the performance of duties to the Company (other than as a result of a disability) that has resulted or is likely to result in substantial and material damage to the Company, after a demand for substantial performance is delivered by the Company which specifically identifies the manner in which it believes the Executive has not substantially performed his/her duties and provides the Executive with a reasonable opportunity to cure any alleged gross negligence or willful misconduct; # commission of any act of fraud with respect to the Company or its affiliates; or # conviction of a felony or a crime involving moral turpitude causing material harm to the business and affairs of the Company. No act or failure to act by the Executive shall be considered “willful” if done or omitted by the Executive in good faith with reasonable belief that such action or omission was in the best interest of the Company.

SECTION # “Cause” means the Participant’s : (i) (x) willful misconduct in the performance of the Participant’s duties to the Company Group or # engaging in any other misconduct that results or could reasonably be expected to result in financial, reputational or other harm to the Company; # breach of any employment, service or restrictive covenant agreement between the Participant and the Company; # gross negligence; # material violation of any Company policy, rule, procedure or guideline; # conviction of, plea of guilty or nolo contendere to # a felony or # a misdemeanor involving moral turpitude or fraud or # commission of an act of fraud, embezzlement or misappropriation against the Company. The Participant shall be provided a 10-day period to cure any of the events or occurrences described in the immediately preceding [subsections (ii), (iii) and (iv)])])], to the extent capable of cure during such 10-day period.

promote, engage, or participate in any business that is competitive in any manner whatsoever with the business of the [[Organization A:Organization]]; # any act of dishonesty, misappropriation, embezzlement, fraud, willful, gross, or misconduct by the Executive involving [[Organization A:Organization]]; including without limitation the misappropriation of [[Organization A:Organization]]’s proprietary information or assets and the participation of activities relating to insider trading; # the conviction or plea of nolo contendere or the equivalent in respect of a felony involving moral turpitude; and

Other than in the event of fraud, gross negligence or willful misconduct and with the exception of the Fundamental Representations, no claim or Action may be brought under this Article XI hereto for breach of a representation or warranty more than twenty-four (24) months following the Closing Date. Any claim for breach of a representation or warranty (other than a Fundamental Representation) not made within the foregoing relevant time period shall expire and be forever barred thereafter.

demonstrated gross negligence or willful misconduct in the execution of his material assigned duties;

The Sellers’ Representative will act for Sellers on all of the matters set forth in this Agreement in the manner the Sellers’ Representative believes to be in the best interest of Sellers, but the Sellers’ Representative will not be responsible to Sellers for any loss or damage that any Seller may suffer by reason of the performance by the Sellers’ Representative of such Sellers’ Representative’s duties under this Agreement, other than loss or damage arising from fraud, gross negligence or willful misconduct in the performance of the Sellers’ Representative’s duties under this Agreement. Sellers do hereby severally and not jointly agree to indemnify and hold the Sellers’ Representative harmless from and against any and all Losses reasonably incurred or suffered as a result of the performance of the Sellers’ Representative’s duties under this Agreement, except for any such liability arising out of the fraud, gross negligence or willful misconduct of the Sellers’ Representative. The Sellers’ Representative will be entitled to the payment from the Sellers of all his or her expenses incurred as the Sellers’ Representative. No bond shall be required of the Sellers’ Representative.