Failure to exchange Clause Samples
The 'Failure to exchange' clause defines the consequences and procedures that apply if one or both parties do not complete the exchange of contracts or assets as agreed. Typically, this clause outlines what constitutes a failure, the remedies available to the non-defaulting party, and any financial or legal penalties that may result. For example, it may specify that a deposit is forfeited or that the contract is automatically terminated if exchange does not occur by a certain date. The core function of this clause is to provide certainty and recourse in situations where the exchange process breaks down, thereby protecting the interests of the parties involved.
Failure to exchange in the case of interest falling due at any time, to the extent that the Issuer has failed to procure the exchange for a permanent global note of that portion of this Temporary Global Note in respect of which such interest has accrued.
Failure to exchange in the case of interest falling due at any time, to the extent that the Issuer has failed to procure the exchange for a permanent global Note of that portion of this Temporary Global Note in respect of which such interest has accrued. The principal amount of Notes represented by this Temporary Global Note shall be the aggregate amount from time to time entered in the records of the relevant Clearing Systems. The records of the relevant Clearing Systems (which expression in this Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the principal amount of Notes represented by this Temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this Temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.
Failure to exchange in the case of interest falling due at any time, if the Issuer has failed to procure the exchange for a permanent global note of that portion of this Temporary Global Note in respect of which such interest has accrued, to the extent that a certificate or certificates issued by Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system dated not earlier than the date on which such interest falls due and in substantially the form set out in Schedule 3 (Form of Euroclear/Clearstream, Luxembourg Certification) hereto is/are delivered to the specified office of the Principal Paying Agent.
Failure to exchange. If the foregoing conditions set forth in Section 10.4 are not satisfied with respect to any exchange of the Extended Term Loans for Exchange Notes, then the applicable Lenders shall retain all of their rights and remedies with respect to the Extended Term Loans subject to such exchange pursuant to this Agreement until such conditions are satisfied and such Extended Term Loans are so exchanged for Exchange Notes. The Borrower agrees to use commercially reasonable efforts to satisfy the conditions set forth in Section 10.4 with respect to any exchange no later than 15 Business Days after its receipt of the Exchange Request for such exchange.