Intentional Default means any one or more of the following: (A) fraud by Seller, or (B) Seller’s refusal to Close in accordance with the terms of this Contract, or (C) (1) a conveyance of the Property by Seller to another person or entity in violation of the terms of this Contract or (2) an intentional act of Seller that results in a monetary encumbrance or lien against the Property that Seller (x) does not bond or otherwise remove at or prior to Closing, or (y) does not certify in writing to Purchaser that, to Seller’s Knowledge, (i) such lien was filed in bad faith, or (ii) results from work performed at the direction of a tenant or other third party, or (iii) is otherwise invalid or improper. Purchaser's remedies shall be limited to those described in this Section 11(b). The provisions of this Section 11(b) shall survive the Closing or any termination of this Contract. If Closing is consummated, then Purchaser shall have the rights and remedies set forth in this Contract if Seller fails to perform any post-closing obligation of Seller under this Contract.
Intentional Default means any action taken by any Loan Party or omission by any of them to take any action with the intent to create, and which shall have resulted in, an Event of Default; and
Intentional Default means any default by Seller under this Agreement which arises from one or more of the following: (a) Seller’s fraud, (b) Seller’s criminal conduct (i.
Examples of Intentional Default in a sentence
Subject to § 21.4 (Intentional Default, Fraud and Fundamental Rights) and save in case of application of § 12.1 (Failure to Deliver Electricity), § 12.4 (Failure to Accept Electricity), § 13.1 (Failure to Deliver Certificates), § 13.3 (Failure to Accept Certificates) and § 19.1 (Calculation of the Termination Amount), the liability of a Party under or in connection with this Agreement: 3.
The Termination Fee shall also be payable upon any acceleration of the Revolving Credit Loan following an Intentional Default.
If the Investors fail to cure the default within SEVEN (7) DAYS after delivery of the Notice of Non-Excusable Default to the Lead Investor, then Escrow Agent shall deliver the Escrow Property to the Principals in accordance with their respective interests; provided that such Principal is employed by Rapidtron at the time of such Notice of Intentional Default.
In the event that Buyer elects specific performance hereunder but such remedy is unavailable due to an Intentional Default by Seller, then Buyer shall have the rights to terminate and recover its Transaction Costs as provided in subsection (i) of this Section 13.2, which right shall be automatically reinstated.
If Seller elects to proceed under clause (c) of this Section 13.1 due to an Intentional Default, the credit, termination, nullification, escrow and arbitration procedures and provisions of Section 10.9 shall not apply.
More Definitions of Intentional Default
Intentional Default means any default by Seller under this Agreement which arises from one or more of the following: (a) Seller’s fraud, (b) Seller’s criminal conduct (i.e. conduct that constitutes a felony under applicable law), (c) intentional or grossly negligent breach by Seller of any of its obligations under this Agreement, or (d) a representation or warranty made by Seller if Seller had actual knowledge that such representation or warranty was untrue when made, provided however that changes in factual matters between the Effective Date and the Closing Date which render Seller unable to remake such representation or warranty on the Closing Date shall not constitute an Intentional Seller Default. In the event that Buyer elects specific performance hereunder but such remedy is unavailable due to an Intentional Default by Seller, then Buyer shall have the rights to terminate and recover its Transaction Costs as provided in subsection (i) of this Section 13.2, which right shall be automatically reinstated. Seller’s reimbursement obligations under this Section 13.2 shall survive any termination of this Agreement by Buyer under this Section 13.2.
Intentional Default means any one or more of the following: (A) fraud by Seller, or (B) Seller’s refusal to Close in accordance with the terms of this Contract, or Purchase and Sale Agreement15233079_2 18 (C) (1) a conveyance of the Property by Seller to another person or entity in violation of the terms of this Contract or (2) an intentional act of Seller that results in a monetary encumbrance or lien against the Property that Seller (x) does not bond or otherwise remove at or prior to Closing, or (y) does not certify in writing to Purchaser that, to Seller’s Knowledge, (i) such lien was filed in bad faith, or (ii) results from work performed at the direction of a tenant or other third party, or (iii) is otherwise invalid or improper. Purchaser's remedies shall be limited to those described in this Section 11(b). The provisions of this Section 11(b) shall survive the Closing or any termination of this Contract. If Closing is consummated, then Purchaser shall have the rights and remedies set forth in this Contract if Seller fails to perform any post-closing obligation of Seller under this Contract.
Intentional Default means THE FOLLOWING:
Intentional Default means any default by Seller under this Agreement which arises from one or more of the following: (a) Seller’s fraud, (b) Seller’s criminal conduct (i.e. conduct that constitutes a felony under applicable law), (c) intentional or grossly negligent breach by Seller of any of its obligations under this Agreement, or (d) a representation or warranty made by Seller if Seller had actual knowledge that such representation or warranty was untrue when made, provided however that changes in factual matters between the Execution Date and the Closing Date which render Seller unable to remake such representation or warranty on the Closing Date shall not constitute an Intentional Seller Default unless due to Seller’s breach of any covenant in this Agreement. Seller’s reimbursement obligations under this Section 11.2 shall survive any termination of this Agreement by Buyer under this Section 11.2.
Intentional Default means Seller, except as expressly permitted hereunder, (i) intentionally conveys any part of the Property to a third party, such conveyance or encumbrance is not remedied by Closing, and, as a result thereof, specific performance is unavailable, (ii) intentionally defaults under this Agreement, including intentionally violating the covenants set forth in Sections 7.1(d) and (e) and/or intentionally refusing to perform its obligations at Closing; or (iii) an intentional misrepresentation that results in the failure of a condition under this Agreement. If Seller elects to proceed under clause (c) of this Section 13.1 due to an Intentional Default, the credit, termination, nullification, escrow and arbitration procedures and provisions of Section 10.9 shall not apply. Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Unless otherwise expressly required pursuant to this Agreement, in no event shall Seller be obligated to undertake any of the following: (A) change the condition of the Property or restore the same after any fire or casualty; (B) expend money or post a bond to remove or insure over anything other than a Must-Cure Matter or to correct any matter shown on a survey of the Property; (C) secure any permit, approval, or consent with respect to the Property or Seller’s conveyance thereof; or (D) expend any money to repair, improve or alter the Improvements or any portion thereof. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination, subject to the terms and provisions of this Agreement.
Intentional Default means any material, intentional default by Seller under this Agreement within Seller’s reasonable control of any of its material obligations under this Agreement, provided the same is within Seller’s reasonable control to cure. Nothing in this Section 9.02 shall limit any of Seller’s remedies for a breach of this Agreement arising after Closing or the breach of a representation or warranty discovered after Closing.
Intentional Default means any action taken by any Loan Party or ------------------- omission by any of them to take any action, with the intent to create, and that shall have resulted in, a Default.