Effect of Failure to Give Notice Sample Clauses

Effect of Failure to Give Notice. The failure of the Company to give any notice required under this section or any inaccuracy or other defect therein shall not affect the determination of the Exercise Price that shall be in effect as provided herein.
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Effect of Failure to Give Notice. Failure to give any notice shall not affect an Indemnitee's right to indemnity except to the extent the Indemnitor has been prejudiced thereby.
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Effect of Failure to Give Notice. If CM/GC accepts any proposed Construction Documents Change Order without such Notice as required in Section 3.3.1.1, then CM/GC shall make no Claim based on any actual or alleged inconsistency between the Construction Documents and assumptions set forth in the GMP Change Order or identified under Section 3.2.1.2.3.
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Effect of Failure to Give Notice. Failure by the Corporation to give notice required of it pursuant to the foregoing Sections within the time limits therein provided shall be deemed an election by said Corporation not to exercise the subject rights.
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Effect of Failure to Give Notice. If Indemnitors shall fail to give such notice to defend set forth in Paragraph 2.(a), Indemnitors shall be deemed to have elected not to conduct the defense of the subject claim, and in such event, Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim without the prior consent of Indemnitors, and Indemnitors will be liable for all costs, expenses, settlement amounts or other Liabilities paid or incurred in connection therewith.
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Effect of Failure to Give Notice. Notwithstanding the foregoing, the -------------------------------- failure of any party to give any notice required under this Section 4 shall not affect the subordination of the Subordinated Indebtedness.
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Effect of Failure to Give Notice. If Indemnitors shall fail to give such notice to defend set forth in Paragraph 2.(a), Indemnitors shall be deemed to have elected not to conduct the defense of the subject claim, and in such event, Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim without the prior consent of Indemnitors, and Indemnitors will be liable for all costs, expenses, settlement amounts or other Liabilities paid or incurred in connection therewith. (c) Parties to Cooperate. If Indemnitors elect to conduct the defense of the subject claim, Indemnified Party will cooperate with and make available to Indemnitors such assistance and materials as may be reasonably requested by Indemnitors, all at the expense of Indemnitors, and Indemnified Party shall have the right at Indemnitors' expense to participate in the defense assisted by counsel provided in accordance with Paragraph 2(a), provided that Indemnified Party shall have the right to compromise and settle the claim only with the prior consent of Indemnitors, which consent shall not be unreasonably withheld or delayed. Without the prior written consent of Indemnified Party, Indemnitors will not enter into any settlement of any claim or cease to defend against a claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which Indemnified Party is not entitled to indemnification hereunder. Indemnitors shall not be entitled to control, and Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim to the extent that claim seeks an order, injunction or other equitable relief against Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of Indemnified Party (and the cost of such defense shall constitute an amount for which Indemnified Party is entitled to indemnification under this Indemnity). If a firm decision is made to settle a claim, which offer Indemnitors are permitted to settle under this Paragraph 2.(c), and Indemnitors desire to accept and agree to such offer, Indemnitors will give written notice to Indemnified Party to that effect. If Indemnified Party fails to consent to such firm off...
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Effect of Failure to Give Notice. The failure to give any notice required by this Article V or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation, winding-up or other event or the vote upon any such action.
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Related to Effect of Failure to Give Notice

  • Failure to Give Notice (a) An employee who fails to give notice required by Article 24.01, or who is deemed to have resigned by virtue of 24.02, shall be struck from the payroll effective the date she absents herself without leave, and shall have deducted from monies owed her by the Employer from all sources, including any vacation pay, a sum equivalent to the salary payable to her for the period of notice which she failed to work.

  • Failure to Give Timely Notice A failure to give timely notice as provided in this Article 5 shall not affect the rights or obligations of any Party except and only to the extent that, as a result of such failure, any Party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure.

  • Warrant Agent Not Required to Give Notice of Default The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

  • Failure to Go Effective If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

  • Failure to Give Possession 24. If Owner is unable to give possession of the demised premises on the date of the commencement of the term hereof, because of the holding-over or retention of possession of any tenant, undertenant or occupants or if the demised premises are located in a building being constructed, because such building has not been sufficiently completed to make the premises ready for occupancy or because of the fact that a certificate of occupancy has not been procured or for any other reason, Owner shall not be subject to any liability for failure to give possession on said date and the validity of the lease shall not be impaired under such circumstances, nor shall the same be construed in any wise to extend the term of this lease, but the rent payable hereunder shall be abated (provided Tenant is not responsible for Owner's inability to obtain possession) until after Owner shall have given Tenant written notice that the premises are substantially ready for Tenant's occupancy. If permission is given to Tenant to enter into the possession of the demised premises or to occupy premises other than the demised premises prior to the date specified as the commencement of the term of this lease, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this lease, except as to the covenant to pay rent. The provisions of this article are intended to constitute "an express provision to the contrary" within the meaning of Section 223-a of the New York Real Property Law. No Waiver:

  • Covenant to Give Security Except with respect to Excluded Property:

  • Trustee Not Required to Give Security The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of the premises.

  • Warrant Agent Not Required to Give Security The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

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