Willful Default definition

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.

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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 ▇▇▇▇▇▇▇▇ Development, Inc., ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, is a general partner, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, individually, have also entered into sales agreements, contemporaneously herewith, with Buyer for properties identified as Fairview Plaza (Double M Development) and Halifax Plaza (▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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.

• 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.

• 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).

• 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.

• If Seller shall be unable to perform its obligation to convey the Premises to Purchaser in accordance with the terms of this Agreement (other than by reason of Seller’s Willful Default (as hereinafter defined)), then Purchaser, at Purchaser’s option shall either elect to (i) waive such inability to perform and proceed to the Closing in accordance with the terms hereof, or (ii) terminate this Agreement, which election shall be made no later than the Closing Date.

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 has the meaning ascribed thereto in Section 11.1 of this Agreement.

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 means an intentional disregard of any provision of this Contract, which has a materially adverse effect on the Facilities.

Willful Default shall have the meaning set forth in Section 10.2 hereof.