Seller Fault definition

Seller Fault means (a) any breach, failure, nonperformance, or noncompliance by Seller (including the acts or omissions of a Subcontractor) with the terms and provisions of this Agreement for any reason except to the extent such breach, failure, nonperformance, or noncompliance is caused by the occurrence or continuing effect of a Force Majeure Event or Purchaser fault or (b) any negligence or willful misconduct of any agent, officer, employee, or Subcontractor of Seller which, in the case of (a) or (b) of this definition, (1) prevents or, individually or collectively, materially interferes with or materially delays Seller’s or Purchaser’s performance of its obligations, (2) deprives Purchaser of any of its material rights or (3) increases Purchaser’s costs of performing its obligations or, as applicable, reduces its revenues, under this Agreement.
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Seller Fault means (A) any misrepresentation by a GTI Group Member the effect of which would have a material adverse effect on the value of the Business or the Purchased Assets, (B) any failure by a GTI Group Member to deliver at any time prior to the Closing any requested documentation or information that would materially adversely affect the value of the Business or the Purchased Assets, (C) a material breach by a GTI Group Member of this Agreement, (D) any failure by a GTI Group Member to cooperate fully and in good faith with the LTS Group Members in connection with their due diligence efforts related to the Contemplated Transactions, (E) any condition or state of facts identified by an LTS Group Member in connection with its due diligence efforts reasonably expected to have a material adverse effect on the value of the Business or the Purchased Assets, (F) failure of a GTI Group Member to obtain all necessary approvals to close or (G) the failure of Purchaser or the GTI Group Members, as applicable, to obtain (x) a Waste Tire Facility Permit from the Minnesota Pollution Control Agency, (y) a Solid Waste Facility License from Xxxxx County Community Development Division, Environmental Health Department and (z) a Permit for Waste Tire Processing from the State of Iowa, Department of Natural Resources, as required for Purchaser to own and operate the Purchased Assets and the Business after the Closing; provided, however, there shall be no “Seller Fault” unless and until LTS notifies GTI of its intent to terminate the transaction due to a Seller Fault, and the applicable GTI Group Member fails to cure (or the parties agree that such GTI Group Member is unable to cure) the Seller Fault to LTS’s reasonable satisfaction within five (5) business days following such notice (or as extended by LTS at its sole discretion).
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Examples of Seller Fault in a sentence

  • Seller shall be solely responsible for, and pay when due, all fines, fees, and penalties pertaining to Permit violations and all other costs, fees, and expenses of performing all work included in administrative orders, notices or similar directives of violation that were the result of Seller Fault or caused by the occurrence of a Change in Law.

  • To the extent that Seller generates Energy from the Facility in excess of the Maximum Delivered Contract Energy and such excess generation is not the result of a Specified Seller Fault Event, Seller shall have the right to sell such excess generation (the excess generation that Seller is entitled to sell, the “Inadvertent Imbalance Energy”) for its own account.

  • In the event there is no Closing due to a Seller Fault (as defined below), the parties shall direct the Escrow Agent to deliver the Deposit to LTS.

  • In the event there is no Closing for any reason other than a Seller Fault, the parties shall direct the Escrow Agent to deliver the Deposit to GTI.

Related to Seller Fault

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered Included In Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Buyer Data means all data, records, files, information or content, including text, sound, video, images and software, that is (a) input or uploaded by Buyer or its Users to or collected, received, transmitted, processed, or stored by Buyer or its Users using the Software or SaaS Service in connection with this Agreement, or (b) derived from (a). Buyer Data is Confidential Information of Buyer.

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Warranty Purchaser The Person described in Section 2.04 of the Trust Sale Agreement.

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Latent Defects means such defects caused by faulty designs, material or work man ship which cannot be detected during inspection, testing etc, based on the technology available for carrying out such tests.

  • Latent Defect means a defect, inherently lying within the material or arising out of design deficiency, which do not manifest themselves and/or was not reasonably discoverable during Defect Liability period.

  • Seller has the meaning set forth in the Preamble.

  • Seller Affiliate means any Affiliate of Seller.

  • Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).

  • Material Damage and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Seller’s reasonable estimation, will take longer than 120 days to repair.

  • Purchaser/ User means ultimate recipient of goods and services

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Locational UCAP Seller means a Member that sells Locational UCAP.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Buyer Parties has the meaning set forth in the Preamble.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Buyer has the meaning set forth in the preamble.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Casualty Loss means, with respect to all or any portion of the Assets, any destruction by fire, storm or other casualty, or any condemnation or taking or threatened condemnation or taking, of all or any portion of the Assets.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Environmental Damage means any material injury or damage to persons, living organisms or property or any material pollution or impairment of the environment resulting from the discharge, emission, escape or migration of any substance, energy, noise or vibration;