BUSINESS FAILURE OR INABILITY TO PERFORM Sample Clauses

BUSINESS FAILURE OR INABILITY TO PERFORM. A. In the event Seller's business activities begin to decline to the extent that the financial condition affects its ability to deliver fully compliant Products, or Seller desires not to manufacture and deliver Products, Seller shall so notify Buyer a minimum of at least 180 calendar days in advance. Seller's inability to maintain shipments of Product consistent, over a four (4) week period, shall also constitute Seller's failure to perform. In such event, Buyer shall retain the right to take whatever action it deems necessary to protect its ability to deliver Product to meet the demand requirements of its customer base or other potential customers, including the right to take over manufacture of Product under this agreement. In such event, Buyer has the right to assume full ownership of Seller's design and any copyright/patents, including manufacturing. Seller will cooperate fully in providing all tooling, fixtures, and test equipment, either paid for by Buyer or used exclusively in the manufacture and test of Products, in a timely manner.
Sample 1
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BUSINESS FAILURE OR INABILITY TO PERFORM. In the event SELLER's business activities begin to decline to the extent that the financial condition affects its ability to deliver fully compliant ARM products, or SELLER desires not to manufacture and deliver ARMs or mechanical SCARA manipulator products, SELLER shall so notify BUYER a minimum of at least 180 calendar days in advance. BUYER shall retain the right to take whatever action it deems necessary to protect its ability to deliver ARMs or ARM PARTS or other related products to meet the demand requirements of its customer base or other potential customers, including the right to take over manufacture of the ARMs under this Agreement. SELLER will cooperate fully in providing all tooling, fixtures and test equipment, either paid for by BUYER or used exclusively in the manufacture and test of ARMs, in a timely manner.
Sample 1

Related to BUSINESS FAILURE OR INABILITY TO PERFORM

  • Inability to Perform This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of the Landlord.

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

  • Business Failure Any act by, against or relating to any Loan Party, or its property or assets, which act constitutes the determination by any Loan Party to initiate or acquiesce to: a program of partial or total self-liquidation; an application for, consent to, or sufferance of the appointment of a receiver, trustee, or other person, pursuant to court action or otherwise, with respect to all or any part of any Loan Party’s property; the granting of any trust mortgage or execution of an assignment for the benefit of the creditors of any Loan Party; any other voluntary or involuntary liquidation or extension of debt agreement for any Loan Party; the offering by, or entering into by, any Loan Party of any composition, extension, or any other arrangement seeking relief from or extension of the debts of any Loan Party; or the initiation of any judicial or non-judicial proceeding or agreement by, against, or including any Loan Party which seeks or intends to accomplish a reorganization or arrangement with creditors; and/or the initiation by or on behalf of any Loan Party of the liquidation or winding up of all or any part of any Loan Party’s business or operations.

  • Ability to Perform The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

  • Ability to Perform; Solvency The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Seller's creditors;

  • Financial Ability to Perform Buyer has available to it as of the date hereof, and will have available to it at the Closing, funds sufficient to enable Buyer to perform all of its obligations hereunder, including delivering the Purchase Price to Sellers, as and when contemplated by this Agreement and to pay or otherwise perform all of the obligations of Buyer under the other Transaction Documents.

  • Continue to Perform No resignation or removal of the Administrator will be effective, and the Administrator will continue to perform its obligations under this Agreement, until a successor Administrator has accepted its engagement according to Section 3.5(b).

  • Failure to Perform In the event of a failure of performance due under this Agreement and if it becomes necessary for either party to undertake legal action against the other on account thereof, then the prevailing party shall be entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.

  • Effect of Failure or Delay in Requesting Compensation Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

  • Inability to Pay Any Borrower or any Guarantor shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

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