Wrongful Acts Clause Samples
The 'Wrongful Acts' clause defines actions or omissions that are considered improper, illegal, or in violation of contractual or legal duties. In practice, this clause typically outlines the types of conduct—such as fraud, negligence, or breach of duty—that may trigger liability or coverage under an agreement, especially in insurance or indemnity contexts. By clearly specifying what constitutes a wrongful act, the clause helps allocate risk and ensures all parties understand the boundaries of acceptable behavior, thereby reducing ambiguity and potential disputes.
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Wrongful Acts. If Executive is convicted of or pleads nolo contendere to a felony or commits fraud, misrepresentation, embezzlement or other acts of material or willful misconduct against the Company or its shareholders that would make the continuance of his or her employment by the Company materially detrimental to the Company, as determined by the Board in its reasonable discretion.
Wrongful Acts. If Executive is (X) convicted of a felony or any other serious crime, (Y) commits fraud, or (Z) is guilty of gross negligence in the operation of Company.
Wrongful Acts. If Consultant is (X) convicted of a felony or any other serious crime, (Y) commits fraud, or (Z) is guilty of gross negligence in the performance of his duties.
Wrongful Acts. Consultant agrees that, during the term of this Agreement, Contractor shall not do or allow to be done any act or event that adversely affects the reputation, business, affairs, credit, assets, obligations or liabilities of Contractors.
Wrongful Acts. Unless specifically allowed in this Agreement, Publisher shall not [***].
Wrongful Acts. Overture Results may only be provided to Users as set forth in the Agreement. Without limiting the generality of the foregoing, Gator shall not provide Overture Results to any Users, nor direct Users to any Web page containing Overture Results, by means of any computer or browser functionality or by means of any Web page not specified in this Agreement. Gator shall not allow any of the following to occur: (a) misleading links in which a User is persuaded to perform a search in order to obtain some other benefit, (b) hyper-linked words, unless specifically approved by Overture, (c) searches from or after 404 or other error messages, (d) searches required of the User in order for the User to do another function, such as leaving a Web page or closing a pop-up window, (e) searches performed upon a User hitting the back button or any other element of the browser, (f) searches from Users who were on adults sites, unless such Users actively typed in the URL for the Searchscout Site or are properly using Gator Services while on such sites, all as approved by Overture, (g) searches originating from Web sites containing a top level domain other than “.com”, and (h) the syndication or delivery of Search Box or Overture Results to any site or application or third party not approved in advance in writing by Overture. If Gator violates any provision of this Section and such violation remains uncured for more than two (2) business days after receipt of notice of such violation, then Overture may terminate this Agreement immediately upon notice to Gator.
Wrongful Acts. If Executive is convicted of a felony or any other serious crime, commits a serious wrongful act or engages in other misconduct that would make the continuance of his employment by Company materially detrimental to Company, which determination shall be made as a reasonable exercise of the Board's judgment.
Wrongful Acts. If Brincko is convicted of a felony involving acts of moral turpitude or commits fraud, embezzlement or other acts of material misconduct against the Company that would make the continuance of his engagement by the Company materially detrimental to the Company.
Wrongful Acts. Notwithstanding anything to the contrary in this Agreement, GM shall not be liable for any adverse consequences arising from a wrongful act by AAM with respect to any Transitioned Employee. Notwithstanding anything to the contrary in this Agreement, AAM shall not be liable for any adverse consequences arising from a wrongful act by GM with respect to any Transitioned Employee.
Wrongful Acts. Notwithstanding anything to the contrary in this Agreement, GM shall not be liable for any adverse consequences arising from a wrongful act by Purchaser with respect to any Transferred Employee. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be liable for any adverse consequences arising from a wrongful act by GM with respect to any employee or former employee of GM or its Affiliates, including, without limitation, all employees identified on Schedule 5.1.A, all Overseas Employees, and all employees of the JV Companies and the Sales Companies.