Intentional Seller Default definition

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Intentional Seller Default means any one or more of the following: (a) fraudulent misrepresentation, (b) criminal conduct (i.e. conduct that constitutes a felony under applicable law), or (c) an intentional and deliberate act of Seller taken on or after the Effective Date that results in Purchaser’s inability to consummate the transaction contemplated in this Agreement for a reason other than Purchaser’s default or the failure of any condition to Closing to be satisfied. If the equitable remedy of specific performance is not available due to an Intentional Seller Default, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller’s liability exceed $500,000.00.

Intentional Seller Default means any one or more of the following: (a) intentional or grossly negligent breach by Seller of any of its obligations under this Agreement, (b) if Seller had actual knowledge that any representation or warranty was untrue when made, or Seller fraudulently made such representation or warranty, (c) failure to deliver (or cause to deliver) any of the documents required under Section 10 of this Agreement, or (d) any intentional act of Seller taken on or after the Effective Date that results in Purchaser’s inability to consummate the transaction contemplated in this Agreement.

Examples of Intentional Seller Default in a sentence

If the equitable remedy of specific performance is not available due to an Intentional Seller Default, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller’s liability exceed $500,000.00.
If Purchaser elects to terminate this Agreement under the foregoing clause (b), then upon such return of the Deposit (and payment of such costs in the event of an Intentional Seller Default), all rights and obligations of the parties under this Agreement shall expire (except for such provisions as expressly survive the expiration or the termination hereof or as otherwise expressly provided herein), and this Agreement shall become null and void.
Notwithstanding the foregoing, if Purchaser terminates this Agreement pursuant to subsection (b) above as the result of an Intentional Seller Default (as defined below), Seller shall reimburse Purchaser in an amount equal to the lesser of (i) Fifty Thousand Dollars ($50,000), and (ii) the amount of all third party, out-of-pocket due diligence costs and expenses actually incurred by Purchaser in connection with this Agreement and the Property.
In the event that Buyer elects to terminate this Agreement under subsection (a) above, then Seller's obligation to reimburse Buyer's costs incurred to date shall be capped at $150,000 plus any rate lock or commitment fees paid by Buyer to any potential lender unless such default or breach by Seller constitutes an Intentional Seller Default (as hereinafter defined.
As used herein, "Intentional Seller Default" means an intentional and deliberate act or omission of Seller taken (or omitted) on or after the Effective Date that is intended to result in, and does result in, Purchaser's inability to consummate the transaction contemplated in this Agreement.
Notwithstanding the foregoing, if Seller's default constitutes an Intentional Seller Default (as hereinafter defined) and Buyer makes the election described in clause (B) above, then Buyer shall also have the right to ▇▇▇ Seller for money damages in an amount equal to the amount of the direct, third-party out-of-pocket costs and expenses actually incurred by Buyer in connection with this Agreement and the inspection, acquisition and financing of said Property up to a maximum amount of $50,000.
As used herein, "Intentional Seller Default" means any one or more of the following: (a) fraudulent misrepresentation, (b) criminal conduct (i.e. conduct that constitutes a felony under applicable law), or (c) an intentional and deliberate act of Seller taken on or after the Effective Date that is intended to result in, and does result in, Buyer's inability to consummate the transaction contemplated in this Agreement for a reason other than Buyer's default.

More Definitions of Intentional Seller Default

Intentional Seller Default means any one or more of the following: (a) fraudulent misrepresentation, (b) criminal conduct (i.

Intentional Seller Default means an intentional and deliberate act or omission of Seller taken (or omitted) on or after the Effective Date that is intended to result in, and does result in, Purchaser's inability to consummate the transaction contemplated in this Agreement. If Purchaser elects to terminate this Agreement under the foregoing clause (b), then upon such return of the Deposit (and payment of such costs in the event of an Intentional Seller Default), all rights and obligations of the parties under this Agreement shall expire (except for such provisions as expressly survive the expiration or the termination hereof or as otherwise expressly provided herein), and this Agreement shall become null and void. Notwithstanding anything to the contrary contained in this Agreement, Purchaser agrees that its recourse against Seller under this Agreement or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be strictly limited to the Liability Cap and that in no event shall Purchaser seek or obtain any recovery or judgment against any of Seller's other assets (if any) or against any of Seller's members, partners, or shareholders, as the case may be (or their constituent members, partners, or shareholders, as the case may be) or any director, officer, employee or shareholder of any of the foregoing. Purchaser agrees that Seller shall have no post closing liability to Purchaser for any breach of Seller's covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the property or this transaction unless the claims for all such breaches are made prior to the expiration of the Survival Period (except for claims for Fundamental Representations which may be made at any time post-closing), and collectively total more than $25,000.00 (the "Liability Threshold") in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction made after Closing, shall be limited to Purchaser's actual damages not in excess of...

Intentional Seller Default means an act or failure to act by Seller with the intent to, and resulting in, (I) a material breach or default by Seller in any of its covenants and obligations under this Agreement, (ii) the frustration of one or more Purchaser Closing Conditions, and (iii) the termination of this Agreement, which breach, default or failure is not cured within ten (10) Business Days after Seller's receipt of written notice of such default from Purchaser.

Intentional Seller Default intentional and bad faith frustration of one or more closing conditions of the Sellers set forth in Section 7.01 hereof, or (iii) fraud committed by one or more of the Sellers. Notwithstanding anything contained herein to the contrary, any failure to deliver a Seller Closing Document or satisfy a closing condition shall not be deemed an Intentional Seller Default if caused by or resulting from (a) Force Majeure Causes, or (b) Sellers' inability to deliver such Seller's Closing Document after making reasonable efforts, which efforts shall not require the Sellers to expend funds or incur Liabilities except for payment of Sellers' Existing Mortgages, title insurance premiums, transfer taxes and other tax liabilities, or (c) compliance with a Legal Requirement, the imposition of which does not result from a deliberate, bad faith act or omission on the part of the Sellers.

Intentional Seller Default means any intentional and deliberate act or omission of Seller taken on or after the date of this Agreement that is intended to result in, or does result in, the failure or inability (or substantial impairment of the ability) of Purchaser or Seller to consummate this Agreement, or is intended to result in, or does result in the failure to satisfy a condition precedent to Purchaser’s obligation expressly set forth in this Agreement. No delay or omission in the exercise of any right or remedy accruing to Purchaser upon any breach by Seller under this Agreement shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Purchaser of any condition or the breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other condition or of any subsequent breach of the same or any other term, covenant or condition herein contained.