Intentional Default definition

Intentional Default means any one or more of the following: (A) fraud by Seller, or (B) Seller’s refusal to Close in accordance with the terms of this Contract, or (C) (1) a conveyance of the Property by Seller to another person or entity in violation of the terms of this Contract or (2) an intentional act of Seller that results in a monetary encumbrance or lien against the Property that Seller (x) does not bond or otherwise remove at or prior to Closing, or (y) does not certify in writing to Purchaser that, to Seller’s Knowledge, (i) such lien was filed in bad faith, or (ii) results from work performed at the direction of a tenant or other third party, or (iii) is otherwise invalid or improper. Purchaser's remedies shall be limited to those described in this Section 11(b). The provisions of this Section 11(b) shall survive the Closing or any termination of this Contract. If Closing is consummated, then Purchaser shall have the rights and remedies set forth in this Contract if Seller fails to perform any post-closing obligation of Seller under this Contract.
Sample 1Sample 2Sample 3
Intentional Default means any action taken by any Loan Party or omission by any of them to take any action with the intent to create, and which shall have resulted in, an Event of Default; and
Sample 1Sample 2
Intentional Default means THE FOLLOWING:
Sample 1

Examples of Intentional Default in a sentence

  • These include (A) succession between the new and old definitions, (B) stability in transferring the value of a unit,(C) a minimum number of FPCs fixed and absence of new correction factors, and (D) agreement indimensions of the base unit and the corresponding FPC.

  • If Seller elects to proceed under clause (c) of this Section 13.1 due to an Intentional Default, the credit, termination, nullification, escrow and arbitration procedures and provisions of Section 10.9 shall not apply.

  • If the Investors fail to cure the default within SEVEN (7) DAYS after delivery of the Notice of Non-Excusable Default to the Lead Investor, then Escrow Agent shall deliver the Escrow Property to the Principals in accordance with their respective interests; provided that such Principal is employed by Rapidtron at the time of such Notice of Intentional Default.

  • In the event that Buyer elects specific performance hereunder but such remedy is unavailable due to an Intentional Default by Seller, then Buyer shall have the rights to terminate and recover its Transaction Costs as provided in subsection (i) of this Section 13.2, which right shall be automatically reinstated.


More Definitions of Intentional Default

Intentional Default means any one or more of the following: (A) fraud by Seller, or (B) Seller’s refusal to Close in accordance with the terms of this Contract, or Purchase and Sale Agreement15233079_2 18 (C) (1) a conveyance of the Property by Seller to another person or entity in violation of the terms of this Contract or (2) an intentional act of Seller that results in a monetary encumbrance or lien against the Property that Seller (x) does not bond or otherwise remove at or prior to Closing, or (y) does not certify in writing to Purchaser that, to Seller’s Knowledge, (i) such lien was filed in bad faith, or (ii) results from work performed at the direction of a tenant or other third party, or (iii) is otherwise invalid or improper. Purchaser's remedies shall be limited to those described in this Section 11(b). The provisions of this Section 11(b) shall survive the Closing or any termination of this Contract. If Closing is consummated, then Purchaser shall have the rights and remedies set forth in this Contract if Seller fails to perform any post-closing obligation of Seller under this Contract.
Sample 1
Intentional Default means Seller, except as expressly permitted hereunder, (i) intentionally conveys any part of the Property to a third party, such conveyance or encumbrance is not remedied by Closing, and, as a result thereof, specific performance is unavailable, (ii) intentionally defaults under this Agreement, including intentionally violating the covenants set forth in Sections 7.1(d) and (e) and/or intentionally refusing to perform its obligations at Closing; or (iii) an intentional misrepresentation that results in the failure of a condition under this Agreement. If Seller elects to proceed under clause (c) of this Section 13.1 due to an Intentional Default, the credit, termination, nullification, escrow and arbitration procedures and provisions of Section 10.9 shall not apply. Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Unless otherwise expressly required pursuant to this Agreement, in no event shall Seller be obligated to undertake any of the following: (A) change the condition of the Property or restore the same after any fire or casualty; (B) expend money or post a bond to remove or insure over anything other than a Must-Cure Matter or to correct any matter shown on a survey of the Property; (C) secure any permit, approval, or consent with respect to the Property or Seller’s conveyance thereof; or (D) expend any money to repair, improve or alter the Improvements or any portion thereof. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination, subject to the terms and provisions of this Agreement.
Sample 1
Intentional Default means any default by Seller under this Agreement which arises from one or more of the following: (a) Seller’s fraud, (b) Seller’s criminal conduct (i.e. conduct that constitutes a felony under applicable law), (c) intentional or grossly negligent breach by Seller of any of its obligations under this Agreement, or (d) a representation or warranty made by Seller if Seller had actual knowledge that such representation or warranty was untrue when made, provided however that changes in factual matters between the Effective Date and the 41 Closing Date which render Seller unable to remake such representation or warranty on the Closing Date shall not constitute an Intentional Seller Default. In the event that Buyer elects specific performance hereunder but such remedy is unavailable due to an Intentional Default by Seller, then Buyer shall have the rights to terminate and recover its Transaction Costs as provided in subsection (i) of this Section 13.2, which right shall be automatically reinstated. Seller’s reimbursement obligations under this Section 13.2 shall survive any termination of this Agreement by Buyer under this Section 13.2.
Sample 1
Intentional Default means any action taken by any Loan Party or ------------------- omission by any of them to take any action, with the intent to create, and that shall have resulted in, a Default.
Sample 1
Intentional Default means any default by Seller under this Agreement which arises from one or more of the following: (a) Seller’s fraud, (b) Seller’s criminal conduct (i.e. conduct that constitutes a felony under applicable law), (c) intentional or grossly negligent breach by Seller of any of its obligations under this Agreement, or (d) a representation or warranty made by Seller if Seller had actual knowledge that such representation or warranty was untrue when made, provided however that changes in factual matters between the Execution Date and the Closing Date which render Seller unable to remake such representation or warranty on the Closing Date shall not constitute an Intentional Seller Default unless due to Seller’s breach of any covenant in this Agreement. Seller’s reimbursement obligations under this Section 11.2 shall survive any termination of this Agreement by Buyer under this Section 11.2.
Sample 1
Intentional Default means any material, intentional default by Seller under this Agreement within Seller’s reasonable control of any of its material obligations under this Agreement, provided the same is within Seller’s reasonable control to cure. Nothing in this Section 9.02 shall limit any of Seller’s remedies for a breach of this Agreement arising after Closing or the breach of a representation or warranty discovered after Closing.
Sample 1

Related to Intentional Default

  • Additional Default means any provision contained in any document or instrument creating or evidencing Indebtedness of the Borrower or any of its Subsidiaries which permits the holder or holders of such Indebtedness to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires the Borrower or any of its Subsidiaries to purchase such Indebtedness prior to the stated maturity thereof and which either (i) is similar to any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive or has a xxxxxxx xxxxx period than those set forth herein or is more beneficial to the holder or holders of such other Indebtedness (and such provision shall be deemed an Additional Default only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement.

  • 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);

  • MI Default has the meaning given to it in paragraph 6.1 of Framework Schedule 9 (Management Information);

  • Special Default means (i) the failure by Owner to pay any amount of principal of or interest on any Equipment Note when due or (ii) the occurrence of any Default or Event of Default referred to in Section 5.01(v), (vi) or (vii).

  • Potential Default means the occurrence of any event or condition which, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

  • Monetary Default shall have the meaning assigned to such term in Section 11(a).

  • Monetary Default Notice shall have the meaning assigned to such term in Section 11(a).

  • O & M Default means any default on the part of the Power Producer for a continuous period of ninety (90) days to (i) operate and/or (ii) maintain (in accordance with Prudent Utility Practices), the Project at all times.

  • Non-Monetary Default shall have the meaning assigned to such term in Section 11(d).

  • Financial Default means the total cessation or partial suspension of operations due to insolvency, with or without the filing of a bankruptcy petition by a tour operator, Cruise line, or airline.

  • Material Event of Default means the occurrence of an Event of Default (as defined in the Senior Unsecured Loan Agreement) under any of the following sections of the Senior Unsecured Loan Agreement:

  • Non-Monetary Default Notice shall have the meaning assigned to such term in Section 11(d).

  • Default means any event which is, or after notice or passage of time or both would be, an Event of Default.

  • Senior Default means any Default or Event of Default under the Senior Credit Agreement or any document referred to therein.

  • Preliminary Default Notice shall have the meaning ascribed thereto in Article 13 of this Agreement;

  • Non-Monetary Default Cure Period shall have the meaning assigned to such term in Section 11(d).

  • Bank Default means (i) the refusal (which has not been retracted) of a Bank to make available its portion of any Borrowing or to fund its portion of any unreimbursed payment under Section 2.03(c) or (ii) a Bank having notified in writing the Borrower and/or the Agent that it does not intend to comply with its obligations under Section 1.01 or Section 2, in the case of either clause (i) or (ii) as a result of any takeover of such Bank by any regulatory authority or agency.

  • Incipient Default means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default.

  • Senior Nonmonetary Default means the occurrence or existence and continuance of any event of default with respect to any Designated Senior Debt, other than a Senior Payment Default, permitting the holders of such Designated Senior Debt (or a trustee or agent on behalf of the holders thereof) to declare such Designated Senior Debt due and payable prior to the date on which it would otherwise become due and payable. In the event that, notwithstanding the foregoing, the Company shall make any Securities Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such Securities Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Securities Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any Securities Payment with respect to which Section 1203 would be applicable.

  • Default Notice means the written notice of Default of the Agreement issued by one Party to the other.

  • Swap Default Any of the circumstances constituting an “Event of Default” under the Swap Agreement.

  • Financial Covenant Event of Default has the meaning specified in Section 8.01(b).

  • Loan Event of Default means any of the events specified in Section 5.1 of the Loan Agreement, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

  • Minor Default means any Event of Default that is not a Major Default.

  • Potential Event of Default means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

  • Triggering Event of Default means (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (vii) of the definition of Special Servicing Loan Event)).