Intentional Seller Default definition

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 or omission of Seller taken on or after the Effective Date that is intended to result in, and does result in, the failure or inability (or substantial impairment of the ability) of Purchaser or Seller to consummate this Agreement or to satisfy the conditions set forth in this Agreement.
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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.
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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 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. LW:1030385.6
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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.

  • As used herein, an " Intentional Seller Default" means an intentional and deliberate or grossly negligent 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 or the failure of any condition to Closing to be satisfied.

  • 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.

  • 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.

  • The targeting process is bounded by international and domestic law.


More Definitions of Intentional Seller Default

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.
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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...
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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.
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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 is intended to result in, and does result 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. For purposes of this Section 6.2, specific performance shall be considered not available to Purchaser if either (i) the nature of Seller's default is such that upon obtaining such specific performance Purchaser would receive materially less than Purchaser bargained for in this Agreement, or (ii) the court declines to grant such specific performance for reasons other than the merits of Purchaser's underlying claim of default.
Sample 1
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.
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Related to Intentional Seller Default

  • Seller Default has the meaning set forth in Section 11.2.

  • Purchaser Default has the meaning set forth in Section 12.2 (a).

  • Buyer Default refers to nonpayment of the Xxxxxxx Money in accordance with the provisions of this Agreement (including nonpayment or dishonor of any check delivered for the Xxxxxxx Money) and/or the failure of this transaction to close due to nonperformance, breach and/or default with respect to the Buyer’s obligation(s) under this Agreement. In the event of a Buyer Default, the following provisions shall apply:

  • Customer Default shall have the meaning set forth in Section 11.1.

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Material Defect As defined in Section 2.02(c) hereof.

  • Servicer Default means an event specified in Section 8.01.

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

  • Servicing Default The meaning assigned in Section 6.01 of the Servicing Agreement.

  • Servicer Event of Default wherever used herein, means any one of the following events:

  • Document Defect As defined in Section 2.03(a).

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Non-Breaching Party has the meaning set forth in Section 11.2.1.

  • Mortgage Loan Event of Default means an “Event of Default” under and as defined in the Mortgage Loan Agreement.

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Master Servicer Event of Default wherever used herein, means any one of the following events:

  • Default means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

  • Material Document Defect As defined in Section 2.03(a) of this Agreement.

  • Owner Event of Default shall have the meaning set forth in Section 12.3 hereof

  • Minor Breach means a delay or non-performance by either Party of its obligations under the Agreement which does not materially, adversely or substantially affect the performance or delivery of the Service or the provision of a safe, healthy and supportive learning environment;

  • Breach means the acquisition, access, use, or disclosure of PHI in a manner not permitted 9 under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

  • 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.

  • Lease Event of Default shall have the meaning specified in Section 17.1 of the Lease.