Willful Default is one of the following events: (i) actual or constructive abandonment of the Project; (ii) persistent and repeated failure, after written notification, to correct Work that significantly and materially deviates from the Implementation Documents or applicable laws, codes or regulations; or (iii) fraud, reckless disregard or willful misconduct. Actual abandonment occurs if the Party, without justification, ceases performing Work for a period of 21 consecutive days or notifies one of the Parties that it will not be performing Work on the Project anymore. Constructive abandonment occurs if the Party, without justification, expends so little effort on the Project that there is no meaningful progress for 21 consecutive days. The good faith exercise of any contractual suspension rights granted the Risk/Reward Team member under this Agreement or an applicable subcontract or consulting agreement is not an intentional or constructive abandonment.
Willful Default as used in this Agreement shall mean (a) Seller's willful refusal to convey title to the Property at the Closing, (b) Seller's refusal to cause any Encumbrance to be released (or insured over) but only if and to the extent that Seller is obligated to do so under this Agreement, (c) Seller voluntarily taking any action which has the effect of frustrating the intention of the parties under this Agreement (e.g. entering into a new lease without Buyer's consent); or (d) an intentional material breach of a representation or warranty of Seller under this Agreement
Willful Default as used in this Agreement shall mean an intentional failure of Seller to observe or perform a material covenant or condition of this Agreement, the observance or performance of which is strictly within Seller's reasonable control (by way of example, but not way of limitation, the intentional refusal of Seller to convey title or the creation by Seller of the imposition of additional substantial liens on the Premises prior to Closing which Seller will not discharge at Closing shall be considered Seller's "Willful Default"). A general partnership, of which the sole shareholder of Xxxxxxxx Development, Inc., Xxxx X. Xxxxxxxx, is a general partner, and Xxxx X. Xxxxxxxx, individually, have also entered into sales agreements, contemporaneously herewith, with Buyer for properties identified as Fairview Plaza (Double M Development) and Halifax Plaza (Xxxx X. Xxxxxxxx, Individually). It is agreed that, if a default has occurred by Seller in any of these agreements, the same shall be deemed a default hereunder.
Examples of Willful Default in a sentence
The Owner and Risk/Reward Team Members waive and release all claims and liability between and among each other related to the performance of this Agreement except for the Allowed Claims listed in Section 12.2. However, this liability waiver is void as to the Willful Default of Owner or any Risk/Reward Team Member, but only as to the entity in Willful Default.
Damages - In the event the Owner commits a Willful Default then the Charterer shall be entitled to pursue claims for actual damages sustained as a result of such default or specific performance after notice of such default to Owner.
The Parties waive and release all claims and liability between and among each other except for the Excluded Claims set forth in Section 13.2. However, this liability waiver is void as to any Party that is in Willful Default of this Agreement.
The term "Willful Default" as used in this Agreement shall mean the intentional failure of Sellers to observe or perform in any material respect a covenant or condition of this Agreement, the observance or performance of which is within Sellers' reasonable control, or a breach of any material representation or warranty of Sellers set forth in this Agreement if Sellers knew such representation or warranty to be untrue when made or made such representation or warranty with reckless disregard as to its truth.
The untruth or inaccuracy of any representation or warranty of Seller or Seller’s noncompliance with any of its covenants shall not be deemed Seller’s Willful Default, provided Seller has used commercially reasonable efforts (subject to the limitations set forth in Section 16(D)) to cure such untruth, inaccuracy or noncompliance in accordance with Seller’s obligations under Section 16(D).
More Definitions of Willful Default
Willful Default means any of the Company’s or Members’ willful material misrepresentation or refusal to perform its obligations in accordance with terms of this Agreement, provided: (1) the reasons for such refusal do not include conditions beyond the Company’s or Members’ reasonable control or the unmarketability of title, as applicable; and (2) the Investor has satisfied all conditions required to be satisfied by it under this Agreement (other than (i) payment of the Investor Capital Contribution, and (ii) any other conditions which, by the nature of the Company’s or Members’ willful material misrepresentation or refusal to perform its obligations in accordance with the terms of this Agreement, the Investor is unable to satisfy), is not otherwise in default under this Agreement and is ready, willing and able to perform all of its obligations under this Agreement and to make the Investor Capital Contribution under this Agreement. In the event of a Willful Default, then the Investor, at its sole option and as its sole and exclusive remedy may either (a) terminate this Agreement, in which event Escrow Agent shall deliver the Deposit to the Investor, the Company shall reimburse the Investor for any actual out-of-pocket costs incurred to third parties in connection with its entering into this Agreement and the LLC Agreement (including any due diligence, legal and accounting expenses), up to $100,000 in the aggregate, and thereafter neither party shall thereafter have any further right or obligation hereunder, other than the Surviving Obligations; or (b) within sixty (60) days after the Investor obtains knowledge that any rights of the Investor arise due to a Willful Default bring an action in equity against the Company and the Members for specific performance. In no event may Investor bring an action against Company or the Members for damages or seek any remedy (whether or not in an action at law or in equity) against the Company or Members that could require the Company or Members to pay any monies to the Investor whether characterized as damages or otherwise (except for an action to compel Escrow Agent to return the Deposit to the Investor if the Investor is, in fact, entitled to the return thereof in accordance with this Agreement). The untruth or inaccuracy of any representation or warranty of the Company or the Members shall not be deemed a Willful Default, provided the Company or Members, as applicable, have complied with its obligations under Section 12.5 with respect...
Willful Default shall have the meaning set forth in Section 10.2 hereof.
Willful Default as used in this Agreement shall mean the intentional failure of Sellers to observe or perform in any material respect a covenant or condition of this Agreement, the observance or performance of which is within Sellers' reasonable control, or a breach of any material representation or warranty of Sellers set forth in this Agreement if Sellers knew such representation or warranty to be untrue when made or made such representation or warranty with reckless disregard as to its truth. Notwithstanding anything to the contrary contained in this Section, Sellers and Purchaser agree that this remedies provision is not intended to apply to any default or breach by Sellers under any of its obligations that survive the Closing (including any indemnity obligations) under this Agreement or under any instrument or document delivered by Sellers at the Closing pursuant hereto or in connection herewith, or to any breach of a representation or warranty made under this Agreement that survives the Closing under this Agreement, it being understood and agreed that from and after the Closing Date, Purchaser shall have all rights and remedies at law and in equity with respect to any such default or breach of obligations or any such breach of a representation or warranty.
Willful Default means with respect to a Person, an intentional and conscious or reckless act or omission made by any director, supervisory or managerial personnel of such Person, its agents or contractors, not justifiable by any special circumstance, but shall not include any error of judgment or mistake made by any director, supervisory or managerial personnel, agent or contractor of such Person,
Willful Default means an intentional disregard of any provision of this Contract, which has a materially adverse effect on the Facilities.
Willful Default has the meaning ascribed thereto in Section 11.1 of this Agreement.
Willful Default means the willful refusal of either Mezz IV or the Company to perform its obligation to convey the Pebblebrook Interest in accordance with terms of this Agreement by the Closing Date, provided: (A) the reasons for such refusal do not include conditions beyond the control of Mezz IV and the Company; (B) Pebblebrook is not in material default under this Agreement; (C) all conditions to the performance of Mezz IV and the Company have been satisfied (other than those conditions that cannot be satisfied without Mezz IV’s or the Company’s cooperation); and (D) Pebblebrook is ready, willing and able to perform all of its obligations under this Agreement and to deliver the Capital Contribution to the Company pursuant to this Agreement. The provisions of this Section 11.1 shall survive the termination of this Agreement.