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 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.

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 ▇▇▇▇▇ 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).

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.

• If the Buyer terminates this Agreement in terms of Clause 14.2 as a consequence of Seller Fault then the Seller shall pay to the Buyer the Seller Fault Payment, and that within 20 Business Days of the later of (a) termination of this Agreement and (b) receipt by the Seller of an invoice in respect of the Seller Fault Payment.

• If the Buyer terminates this Agreement in terms of Clause 14.2 but there has been no Seller Fault then the Seller shall pay to the Buyer the No Seller Fault Payment, and that within 20 Business Days of the later of (a) termination of this Agreement and (b) receipt by the Seller of an invoice in respect of the No Seller Fault Payment.

• In the event that the No Seller Fault Payment is defined in the Commercial Term Sheet as Damages then the Buyer shall be entitled to pursue a damages claim against the Seller for loss resulting from the Seller's breach of this Agreement.

• In the event that the Seller Fault Payment is defined in the Commercial Term Sheet as Damages then the Buyer shall be entitled to pursue a damages claim against the Seller for loss resulting from the Seller's breach of this Agreement.

• 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.