Seller’s Default definition

Seller’s Default means that the Seller breached its representations, warranties, covenants, or agreements under this Agreement, or failed or is unable to consummate the sale of the Property by the Closing Date. The Purchaser may, no later than ten (10) days after receiving actual knowledge of the Seller’s Default, give the Seller written notice electing one of the following options:

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Seller’s Default has the meaning set forth in Section 10.1.

Seller’s Default has the meaning specified in § 8.5(a);

Examples of Seller’s Default in a sentence

If Seller is or becomes the subject of a Change in Ownership, Buyer may at its discretion terminate this AGREEMENT or a Purchase Order for default, Seller’s Default, at no cost to Buyer, and notwithstanding any termination, Seller shall take all measures reasonably necessary to protect Buyer’s Property and any proprietary information.
If Seller is or becomes the subject of a Change in Ownership, Buyer may at its discretion terminate this Agreement or a Purchase Order for default under Article 22, Seller’s Default, at no cost to Buyer, and notwithstanding any termination, Seller shall take all measures reasonably necessary to protect Buyer’s Property and any proprietary information.
If Purchaser elects to seek such specific performance, Purchaser shall give Seller written notice of such election within thirty (30) days after the occurrence of such Seller’s Default, and thereafter commence an action seeking such specific performance within ninety (90) days after the occurrence of such Seller’s Default.
Payment to Buyer of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Buyer in the event of Seller’s Default.
If Buyer fails to consummate this Agreement for any reason other than Seller’s Default or a termination of this Agreement by Seller or Buyer pursuant to a right to do so expressly provided for in this Agreement (a “Buyer’s Default”), Seller shall have all rights and remedies given at law or in equity, including, without limitation specific performance.

More Definitions of Seller’s Default

Seller’s Default has the meaning set forth in Section 10.1 of this Agreement.

Seller’s Default means Seller’s failure to perform its obligation to convey the Property to Purchaser in accordance with the terms of this Agreement (as opposed to the failure of a condition listed in Section 12.1 over which Seller had no reasonable control), provided: (1) the reasons for such refusal do not include conditions beyond Seller’s reasonable control or the non-conformance of title with the conditions described in Section 6.2; and (2) Purchaser has satisfied all conditions required to be satisfied by it under this Agreement, 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 deliver the Purchase Price due Seller under this Agreement (without tender thereof being required). In no event may Purchaser bring an action against Seller for damages or seek any remedy (whether or not in an action at law or in equity) against Seller on account of a Seller’s default prior to the Closing that could require Seller to pay any monies to Purchaser (other than the Capped Expenses Amount) whether characterized as damages or otherwise (except for an action (i) to compel Escrowee to return the Deposit to Purchaser if Purchaser is, in fact, entitled to the return thereof in accordance with this Agreement or (ii) with respect to any failure of Seller to pay the Break-Up Fee (defined below) (if applicable) under Section 35.2.3). The untruth or inaccuracy of any representation or warranty of Seller shall not entitle Purchaser to pursue damages or specific performance under this Section 16, but shall be governed by Section 33 of this Agreement.

Seller’s Default means (i) any failure by Seller or a Seller-Owner to observe or perform any of its material obligations or (ii) a material breach of a representation contained in Section 8.1, in each case, under this Agreement if such failure continues for [***] after written notice thereof is delivered to Seller from Buyer (provided that if the same is not capable of being cured within such [***], subject to Seller having commenced good faith efforts to cure the same, the material breach has thereafter not been cured within [***] following receipt of ▇▇▇▇▇’s written notice).

Seller’s Default. As defined in Section 15.2(g) hereof.

Seller’s Default shall not include Buyer’s exercise of its termination rights under Sections 13, 14 or 15, except in the case of Seller’s (x) failure to remove any mortgage or lien securing a definite or ascertainable amount, or (y) gross negligence or willful misconduct.

Seller’s Default. This term shall have the meaning ascribed to it in Section 9.02 below.

Seller’s Default has the meaning set forth in clause (3) of Section 9.14(a) "Rights To Terminate."