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"). One of Double M Development's partners, Xxxx X. Xxxxxxxx, and an affiliate entity owned by Xxxx X. Xxxxxxxx, Xxxxxxxx Development, Inc., have also entered into sales agreements, contemporaneously herewith, with Buyer for properties commonly identified as Newport Plaza (Xxxxxxxx Development, Inc.) 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
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.
Each of POPLP and the Contribution Entities expressly acknowledges that the remedy of specific performance is an appropriate remedy in the event of a Parkway Willful Default.
In the event of Seller's Willful Default (as defined below), Purchaser shall be entitled to all remedies at law or at equity.
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 complied with its obligations under Section 16(e)(i) with respect thereto.
POPLP shall endeavor to complete and close the Subdivision simultaneously with the Closing, but no such failure to complete and close the Subdivision shall: (i) be deemed to be a Parkway Breach or a Parkway Willful Default; (ii) give rise to any rights of any kind or nature whatsoever on the part of either Purchasing Party; or (iii) give rise to any obligations or liabilities of any kind or nature whatsoever on the part of POPLP.
More Definitions of Willful Default
Willful Default means (1) Seller’s refusal to perform its obligation to convey the Property to Purchaser in accordance with terms of this Agreement, (2) Seller’s refusal to deliver each of Seller’s Closing Documents (other than any item required pursuant to Section 6.1(m)) and (3) Seller’s refusal to remove all Required Cure Items in accordance with and subject to the limitations set forth in Section 4.1(c), provided that Purchaser has satisfied all material conditions required to be satisfied by it 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. If a Willful Default occurs, then Purchaser, at its sole option, may bring an action in equity against Seller for specific performance within forty-five (45) days after Purchaser has actual knowledge of a Willful Default; provided, however, that if the remedy of specific performance is not available to Purchaser, then, as Purchaser sole and exclusive remedy, Purchaser may terminate this Agreement and receive a refund of the Downpayment, whereupon Seller shall reimburse Purchaser for the reasonable out-of-pocket, third party costs and expenses theretofore incurred by Purchaser, including, without limitation, financing costs, the costs and performing title and survey examinations and reasonable attorneys’ fees and disbursements, (within ten (10) business days after the date that Purchaser submits to Seller a reasonably detailed invoice therefor), provided that such liability shall not exceed $90,000, and neither party shall thereafter have any further right or obligation hereunder, other than the other than with respect to those obligations that expressly survive the termination of this Agreement. In no event whatsoever shall Purchaser file any instrument of record against title to the Property (except as expressly set forth in Section 13.13 hereof) or seek money damages of any kind as a result of any default by Seller under any of the terms of this Agreement and in no event shall Seller be liable to Purchaser for any punitive, speculative or consequential damages.
Willful Default means an intentional or reckless breach or/ and omission by a Party of any of its obligations under the Contract
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 Agreement, which has a Material Adverse Effect on the Project 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.
Willful Default shall have the meaning set forth in Section 10.2 hereof.