Failure to Agree definition

Failure to Agree has the meaning provided for in Section 9 of the Purchase Agreement.
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Failure to Agree shall have the meaning set forth in Section 9 hereof.
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Failure to Agree. The Bank shall not be under any liability to the ------------------ Borrower in the event of any failure to agree a fixed rate, a maximum and/or minimum rate or an interest rate management fee pursuant to the provisions on in the Offer Letter under the heading "Interest" or Condition 5.
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Examples of Failure to Agree in a sentence

  • If the Parties have not entered into a definitive agreement within such negotiation period, then the final terms and conditions of such agreement will be resolved in accordance with Section 8.2 (Arbitration for Failure to Agree).

  • Within ten (10) Business Days of any Failure to Agree under Section 9 of the Purchase Agreement, the Company shall fully redeem the Debenture by paying to the Holder a cash redemption price equal to 120% of the outstanding Principal Amount being redeemed.

  • Within ten (10) Business Days of any Failure to Agree under Section 9 of the Purchase Agreement, the Company shall fully redeem the Debenture by paying to the Holder a cash redemption price equal to 120% of the outstanding Principal Amount being redeemed, and the provisions of Sections 3(b) and (c) shall apply to such redemption mutatis mutandis.

  • Effect of Termination For Failure to Agree 7 ARTICLE VII ANNOUNCEMENTS AND CONFIDENTIALITY SECTION 7.01.

  • If a dispute (of any kind whatsoever) arises between the Parties in connection with, or arising out of, the Contract or the execution of the Works, including any dispute as to any certificate, determination, instruction, opinion or valuation of the Contract Awarder, then after a DAB has been appointed pursuant to Sub-Clauses 20.2 [Appointment of the DAB] and 20.3 [Failure to Agree DAB], either Party may refer the dispute in writing to the DAB for its decision, with a copy to the other Party.

  • In the event that the Company and the Purchaser cannot agree to the terms and conditions and structure of the proposed Senior Construction Financing or of the Intercreditor Agreement after a reasonable period of negotiation (a “Failure to Agree”), the Company may give written notice (a “Warning Notice”) to the Purchaser of such Failure to Agree.

  • The amount, if any, of the Excess Profits Participation payable to Manager shall be determined and deemed earned on the Measurement Date (whether or not this Schedule E has been terminated prior to such date) unless prior to such date this Schedule E was terminated: (a) by Acquisition Co. for Cause, (b) by Manager (for any reason other than as a result of a Acquisition Co. Default) on or prior to December 31, 2012, or (c) in the event of a Failure to Agree Termination.

  • Kiniksa shall not grant any rights to Third Parties with respect to any Product that would conflict with Regeneron’s rights pursuant to this Section 2.11.4 (Failure to Agree; Sale Third Party Offers).

  • Termination for Failure to Agree Upon Rates.....................................................

  • In the event Landlord and Tenant do not agree in writing, each in their sole and absolute discretion, upon the New Building Rent within twenty (20) business days of the initial New Building Rent Meeting, Landlord shall be deemed to have delivered to Tenant the Failure to Agree Notice, pursuant to the terms of Section 1.3.1, above.


More Definitions of Failure to Agree

Failure to Agree means that the District Employee Relations Representative and a Recognized Employee Organization have been unable to reach agreement concerning a subject over which they are required to Meet and Confer in Good Faith.
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Failure to Agree. - means the City Representative and a Recognized Employee Organization have been unable to reach agreement concerning a subject over which they are meeting and conferring in good faith.
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Related to Failure to Agree

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Intentional Breach means, with respect to any agreement or covenant of a party in this Agreement, an action or omission taken or omitted to be taken by such party in material breach of such agreement or covenant that the breaching party intentionally takes (or fails to take) with actual knowledge that such action or omission would, or would reasonably be expected to, cause such material breach of such agreement or covenant.

  • Breach of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Intentional for purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the best interests of the Bank.

  • Breach means the acquisition, access, use, or disclosure of PHI in a manner not permitted 9 under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

  • Omission is the failure to submit part or all of the information or documentation required in the tendering document.

  • Intentional Wrongdoing means an act or omission taken or omitted by a Party with knowledge or intent that injury or damage could reasonably be expected to result.

  • Breach of Duty means the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of the Statute.

  • Misconduct means the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.

  • Limitation of Liability Insert the following Section 15, after Section 14:

  • Failure has the meaning set forth in Section 2.4.

  • Breach of system security means unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of sensitive personal information maintained by a person, including data that is encrypted if the person accessing the data has the key required to decrypt the data. Good faith acquisition of sensitive personal information by an employee or agent of the person for the purposes of the person is not a breach of system security unless the person uses or discloses the sensitive personal information in an unauthorized manner. Business and Commerce Code 521.053(a)

  • Execution Venue means the entity with which client orders, assets or securities are placed and/or to which the Company transmits Client’s orders for execution.

  • Breach Notice has the meaning specified in Section 8.2(a);

  • Express warranty means an express warranty as set forth in sections 4-2-313 and 4-2.5-210, C.R.S. An express warranty shall cover every part of a new facilitative device.

  • Breach of trust means a breach of any duty imposed on a trustee by this Act or by the terms of the trust;

  • Certificate of noncompliance means a document known as a certificate of noncompliance which is provided by the centralized collection unit of the department of revenue certifying that the named applicant or licensee has an outstanding liability placed with the unit and has not entered into an approved payment plan to pay the liability.

  • Breach of Security means the occurrence of unauthorised access to or use of the Premises, the Services, the Contractor system or any ICT or data (including the Authority’s Data) used by the Authority or the Contractor in connection with this Contract.

  • BREACH OF CONTRACTUAL OBLIGATION means amongst others also the following:

  • Consequential Damages means Losses claimed to have resulted from any indirect, incidental, reliance, special, consequential, punitive, exemplary, multiple or any other Loss, including damages claimed to have resulted from harm to business, loss of anticipated revenues, savings, or profits, or other economic Loss claimed to have been suffered not measured by the prevailing Party’s actual damages, and any other damages typically considered consequential damages under Applicable Law, regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful acts or omissions.

  • Intentionally means that the person referred to has a purpose to do or fail to do the act or cause the result specified or believes that the act or failure to act, if successful, will cause that result. A person "intentionally" violates a statute:

  • Failure to Pay means, after the expiration of any applicable Grace Period (after the satisfaction of any conditions precedent to the commencement of such Grace Period), the failure by a Reference Entity to make, when and where due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations, in accordance with the terms of such Obligations at the time of such failure.

  • Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

  • Supplemental Conditions means those terms and conditions, if included in the Agreement by mutual written agreement of the Parties, which add to or modify the Agreement and are incorporated by reference as if fully set forth in the Agreement. In the case of a conflict between the Supplemental Conditions and the Agreement, the Supplemental Conditions shall prevail.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Negligence means the failure to exercise "Reasonable Care".