Willful Misrepresentation definition

Willful Misrepresentation means that an action or omission that constitutes a breach of a representation or warranty that was taken or omitted to be taken for the purpose of misleading the party to whom such representation or warranty was made and was not merely a volitional action or omission.

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Willful Misrepresentation means an intentional misrepresentation with the intent to deceive.

Willful Misrepresentation means the act of an intentional misrepresentation, deceit, or concealment with the intention or with reckless disregard for the probable result of depriving a Person of property or legal rights or otherwise causing injury.

Examples of Willful Misrepresentation in a sentence

• Notwithstanding anything contained herein to the contrary, nothing herein shall limit the recovery amount against an Indemnifying Holder for such Indemnifying Holder's fraud or Willful Misrepresentation.

• If Purchaser discovers that any representation made above is a Willful Misrepresentation or a Material Misrepresentation, Purchaser shall promptly notify Seller thereof and Seller shall have the right to take such action as is necessary to make such representation correct in all material respects.

• No Pre-Closing Holder shall have any liability for the Fraud, Willful Misrepresentation or Willful Breach of another Pre-Closing Holder.

• With the exception of a claim for Fraud or Willful Misrepresentation against the Person who committed such Fraud or Willful Misrepresentation, no Equityholder shall have any Liability under this Article IX in excess of the actual Merger Consideration payable to such Equityholder under this Agreement.

• Purchaser acknowledges that the amount of damages that Seller would incur as a result of Purchaser's failure to close this transaction or upon the occurrence of a material default or Willful Misrepresentation are uncertain and difficult, if not impossible, to determine and Seller and Purchaser have established the amount of liquidated damages set forth above as a reasonable forecast thereof and not as a penalty.

• Notwithstanding anything contained herein to the contrary, nothing herein shall limit the recovery amount against an Indemnifying Holder for such Indemnifying Holder’s fraud or Willful Misrepresentation.

• With the exception of a claim for Fraud or Willful Misrepresentation against the Person who committed such Fraud or Willful Misrepresentation, no Pre-Closing Holder shall have any liability pursuant to this Article XII in excess, in aggregate, of the actual Merger Consideration payable to such Pre-Closing Holder under this Agreement.

• Except in the case of Fraud, Willful Breach or Willful Misrepresentation, the maximum aggregate liability of Buyer and Merger Sub under this Agreement shall be the amount of the Merger Consideration that is actually due and payable pursuant to this Agreement.

• For the avoidance of doubt, any amount that Seller shall be obligated to pay the Parent Indemnitees under Section 8.2(a) (other than with respect to claims relating to the Fundamental Representations or in the event of fraud or Willful Misrepresentation on the part of a Seller Group Party) shall be satisfied exclusively by the amounts then remaining in the Escrow Fund.

• Except in the case of Fraud or Willful Misrepresentation, the maximum aggregate Liability of the Parent and Merger Sub under this Agreement shall be the amount of the Merger Consideration that is actually due and payable pursuant to this Agreement.

More Definitions of Willful Misrepresentation

Willful Misrepresentation means that, to the actual knowledge of any of the Company Knowledge Parties, a representation or warranty, covenant or agreement of the Company contained in this Agreement or any other agreement or instrument furnished by the Company to Parent pursuant to this Agreement was in incorrect at the time such representation or warranty, covenant or agreement was made; provided that, with respect to covenants or agreements, a Company Knowledge Party must have actual knowledge of such covenant or agreement and knowingly take an action, or omit to take an action, in contravention of such covenant or agreement with the intent to avoid compliance with such covenant or agreement.

Willful Misrepresentation simply means a false statement made intentionally, not

Willful Misrepresentation. (instead of "material misrepresentation"; (ii) "failure to apply any rents, royalties, accounts, revenues, income, issues, profits and other benefits form the [Mortgaged] Property which are collected or received by the [Mortgagor] during the period of any default or after acceleration of any indebtedness and other sums owing under the [Mortgage] Loan documents to the payment of either (a) such indebtedness or other sums or (b) the normal and necessary operating expenses of the [Mortgaged] Property [and] failure to deliver any insurance proceeds or condemnation awards or any security deposits received by the [Mortgagor] to lender or to otherwise apply such sums as required under the terms of the [Mortgage] Loan documents or any other instrument now or hereafter security the [Mortgage] Note" (instead of "misapplication or misappropriation of rents, insurance proceeds "); and (iii) "a material physical waste of the [Mortgage] Property" (instead of "any act of actual waste"). There is no individual or entity other than the Mortgagor who is liable for the environmental non-recourse carveout. --------------------------------------------------------------------------------