Failure to Satisfy Sample Clauses

Failure to Satisfy. In the event that the Premises do not satisfy the terms of subparagraphs (a), (b) or (c) of Paragraph 1.7 above and such failure to satisfy (a "Premises Failure") exists on or after April 15, 1995 (which shall not include a Premises Failure that is directly caused by either (a) a Force Majeure Event or (b) any unreasonable act or failure to act by MTVA (including without limitation and for illustration purposes only, a Premises Failure relating to MTVA's approval rights set forth in Paragraph 4.1(b) below) or (c) any other event not within 4MCA's control (including without limitation and for illustration purposes only, (i) reasonably unforeseen delays in the delivery of any Equipment listed on SCHEDULE D or (ii) the reasonably unforeseen failure of the Landlord to act ---------- regarding the installation of certain equipment by the Landlord pursuant to the Lease or (iii) delays (which delays are reasonably unforeseen as of the date hereof, or thereafter are unforeseen in the exercise by 4MCA of all reasonable efforts) in the granting of appropriate required licenses and/or permits by the appropriate local authorities, so long as 4MCA has taken all necessary actions to obtain such required licenses and permits)), and the Premises Failure continues to exist as of May 15, 1995 (the "Penalty Date"), then 4MCA shall be in material breach of this Agreement and MTVA shall have the right, among other remedies available to it hereunder or at law or equity, to terminate this Agreement forthwith and MTVA shall have no obligation to 4MCA of any nature whatsoever (other than MTVA's pre-commencement payment obligations to 4MCA under Paragraph 1.10 hereunder, if applicable).
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Failure to Satisfy. In the event (a) that on or before 5:00 p.m. (EST) on the Escrow Date (i) the Company shall have failed to satisfy the conditions set forth in Section 7 above (other than the satisfaction of the conditions set forth in Sections 7(a)(i) and (xi) above) or (ii) such Buyer shall have failed to satisfy the conditions set forth in Section 6 above (other than the satisfaction of the condition set forth in Sections 6(a)(ii) above) and the nonbreaching party has failed to waive such unsatisfied condition(s), or (b) the Closing shall not have occurred with respect to any Buyer on or before May 3, 2005 due to the Company's failure to satisfy the conditions set forth in Sections 7(a)(i) and (xi) above and the nonbreaching party has failed to waive such unsatisfied condition(s), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date; provided, however, this if this Agreement is terminated pursuant to this Section 8, the Company (other than a termination due to a breach of this Agreement by SAC) shall remain obligated to reimburse SAC for the expenses described in Section 4(g)(ii) above.
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Failure to Satisfy. Paragraph 9.1
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Failure to Satisfy. If a condition to a party's obligations under this Contract is not either satisfied or waived by such party in writing, then such party may, in addition to any other remedies which such party may have with respect thereto, terminate this Contract by written notice given to the other on or before the Closing Date, whereupon the Title Company shall immediately return the Earnxxx Xxxey to Purchaser without requiring any consent or notice from the other party hereto, and upon such return of the Earnxxx Xxxey, this Contract shall be null and void and neither party hereto shall have any further rights against, or obligations to, the other under this Contract except as expressly provided herein.
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Failure to Satisfy. (a) Subject to the provisions of Section 9, in the event that on or before the end of business on August 19, 2005 or such earlier date that Dolphin and the Company shall have designated as the Initial Closing Date and notified each Other Party thereof at least three Business Days prior thereto, (i) the Company shall have failed to satisfy the conditions set forth in Section 7(a) above with respect to the Initial Closing or (ii) any Buyer shall have failed to satisfy the conditions set forth in Section 6(a) above with respect to the Initial Closing (other than the satisfaction of the condition set forth in Section 6(a)(ii)) and the non-breaching party has failed to waive such unsatisfied condition, then the non-breaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date. (b) Subject to the provisions of Section 9, in the event that on or before the end of business on October 31, 2005 or such earlier date that Dolphin and the Company shall have designated as the Second Closing Date and notified each Other Party thereof at least three Business Days prior thereto, (i) the Company shall have failed to satisfy the conditions set forth in Section 7(b) above with respect to the Second Closing or (ii) any Buyer shall have failed to satisfy the conditions set forth in Section 6(b) above with respect to the Initial Closing (other than the satisfaction of the condition set forth in Section 6(b)(ii)) and the non-breaching party has failed to waive such unsatisfied condition, then the non-breaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date.
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Failure to Satisfy. If a condition to a party's obligations under this Contract is not either satisfied or waived by such party in writing, then such party may, in addition to any other remedies which such party may have with respect thereto, terminate this Contract by written notice given to the other on or before the Closing Date, and either party shall be entitled to all remedies available in the Commonwealth of Kentucky, including without limitation injunction, specific performance and damages.
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Failure to Satisfy. If, notwithstanding Borrower's failure to ------------------ satisfy all conditions precedent to the obtaining of the Loan, Bank nevertheless makes the Loan, the making of the Loan shall not constitute a waiver of the unfulfilled condition or conditions nor any Event of Default caused by such failure.
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Failure to Satisfy. In connection with any Exemption that is subject to this Section 3 and for which the condition in Section 3(a) has not been satisfied, Sunbury will be required to comply with the then applicable CRA Statute, including but not limited to, providing notices to Big Walnut and DACC and obtaining approval from Big Walnut for the Exemption, as well as complying (if applicable) with Ohio Revised Code Section 5709.82.
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Related to Failure to Satisfy

  • Failure to Satisfy Conditions If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions.

  • Failure to Fulfill Conditions In the event that either of the parties hereto determines that a condition to its respective obligations to consummate the transactions contemplated hereby cannot be fulfilled on or prior to the termination of this Agreement, it will promptly notify the other party.

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

  • Failure to Defend If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

  • Failure to Return Failure of the employee to return pursuant to the date determined in this Section will constitute grounds for termination by the School District unless the School District and the employee mutually agree to an extension of the leave.

  • Failure to Comply 8.2.1 If the Developer fails to observe or perform any condition of this Agreement after the Municipality has given the Developer 30 days written notice of the failure or default, then in each such case: (a) The Municipality shall be entitled to apply to any court of competent jurisdiction for injunctive relief including an order prohibiting the Developer from continuing such default and the Developer hereby submits to the jurisdiction of such Court and waives any defence based upon the allegation that damages would be an adequate remedy; (b) The Municipality may enter onto the Lands and perform any of the covenants contained in this Agreement or take such remedial action as is considered necessary to correct a breach of the Agreement, whereupon all reasonable expenses whether arising out of the entry onto the Lands or from the performance of the covenants or remedial action, shall be a first lien on the Lands and be shown on any tax certificate issued under the Assessment Act; (c) The Municipality may by resolution discharge this Agreement whereupon this Agreement shall have no further force or effect and henceforth the development of the Lands shall conform with the provisions of the Land Use By-law; or (d) In addition to the above remedies, the Municipality reserves the right to pursue any other remedy under the Halifax Regional Municipality Charter or Common Law in order to ensure compliance with this Agreement.

  • Failure to Supply 4.2.1 If Company becomes aware that a Supply Interruption is reasonably likely to occur, Company shall promptly notify AbbVie by telephone or by written notification and shall provide AbbVie with the opportunity to meet in person or by teleconference to discuss the details to the extent they are known by Company. 4.2.2 In the event that Company is unable, or notifies AbbVie that it is unable or otherwise receives notice from its CMO that it will be unable to supply, for any reason, except for a Force Majeure Event, to supply Product in accordance with the quantities and/or delivery dates specified by AbbVie for such Product via Purchase Orders, Company shall have a period of *** days or such longer time as necessary so long as Company is using commercially reasonable efforts to cure such interruption to supply, during which time Company will prioritize AbbVie Purchase Orders of Product over Company or other customer orders. If such interruption to supply continues after such sixty (60) day period, AbbVie may, in its sole discretion: (a) cancel outstanding Purchase Orders with Company; (b) require Company to supply the undelivered Product at a future date agreed upon by the Parties; or (c) at Company’s sole expense, manufacture or have manufactured by a Third Party designated and qualified by AbbVie such quantity of ribavirin as AbbVie may reasonably determine with notice to Company as will meet AbbVie’s worldwide requirements in light of such interruption to supply. AbbVie shall be entitled to receive from Company *** % of AbbVie’s cover damages, comprising cost differences between the Product’s cost and the replacement product’s cost, and reasonable costs associated with procuring replacements for the Product, until such time as Company is capable of resuming its supply obligations under this Agreement. Upon Company’s resolution of the interruption to supply to the reasonable satisfaction of AbbVie, AbbVie shall be required to resume purchasing the Applicable Percentage of AbbVie Product Requirements from Company but shall be excused from purchasing that portion attributable to the permitted purchases from the Third Party manufacturer under Section 4.2.2(c).

  • Effect of Failure to Comply Failure to comply with reporting requirements shall result in the withholding of funds, the return of improper payments or Unallowable Costs, will be considered a material breach of this Agreement and may be the basis to recover Grant Funds. Grantee's failure to comply with this ARTICLE XIII, ARTICLE XIV, or ARTICLE XV shall be considered prima facie evidence of a breach and may be admitted as such, without further proof, into evidence in an administrative proceeding before Grantor, or in any other legal proceeding. Grantee should refer to the State of Illinois Grantee Compliance Enforcement System for policy and consequences for failure to comply.

  • Stipulated Penalties for Failure to Comply with Certain Obligations As a contractual remedy, the Friendship Entities and OIG hereby agree that failure to comply with certain obligations as set forth in this CIA may lead to the imposition of the following monetary penalties (hereinafter referred to as “Stipulated Penalties”) in accordance with the following provisions. 1. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day the Friendship Entities fail to establish and implement any of the following obligations as described in Sections III and IV: a. a Compliance Officer; b. a Compliance Committee; c. the Board of Directors compliance obligations and the engagement of a Compliance Expert, the performance of a Compliance Program Review and the preparation of a Compliance Program Review Report, as required by Section III.A.3.; d. the management certification obligations; e. a written Code of Conduct; f. written Policies and Procedures; g. the development and/or implementation of a Training Plan for the training of Covered Persons, Relevant Covered Persons, and Board Members; h. a risk assessment and internal review process as required by Section III.E; i. a Disclosure Program; j. Ineligible Persons screening and removal requirements; k. notification of Government investigations or legal proceedings; l. policies and procedures regarding the repayment of Overpayments; m. the repayment of Overpayments as required by Section III.I and Appendix B; n. reporting of Reportable Events; and o. disclosure of changes to business units or locations. 2. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day the Friendship Entities fail to engage and use an IRO, as required by Section III.D, Appendix A, or Appendix B. 3. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day the Friendship Entities fail to submit the Implementation Report or any Annual Reports to OIG in accordance with the requirements of Section V by the deadlines for submission. 4. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day the Friendship Entities fail to submit any Claims Review or Additional Items Review Report in accordance with the requirements of Section III.D and Appendix B. 5. A Stipulated Penalty of $1,500 for each day the Friendship Entities fail to grant access as required in Section VII. (This Stipulated Penalty shall begin to accrue on the date the Friendship Entities fail to grant access.) 6. A Stipulated Penalty of $50,000 for each false certification submitted by or on behalf of the Friendship Entities as part of their Implementation Report, any Annual Report, additional documentation to a report (as requested by the OIG), or otherwise required by this CIA. 7. A Stipulated Penalty of $1,000 for each day the Friendship Entities fail to comply fully and adequately with any obligation of this CIA. OIG shall provide notice to the Friendship Entities stating the specific grounds for its determination that the Friendship Entities have failed to comply fully and adequately with the CIA obligation(s) at issue and steps the Friendship Entities shall take to comply with the CIA. (This Stipulated Penalty shall begin to accrue 10 days after the date the Friendship Entities receive this notice from OIG of the failure to comply.) A Stipulated Penalty as described in this Subsection shall not be demanded for any violation for which OIG has sought a Stipulated Penalty under Subsections 1- 6 of this Section.

  • Failure to Notify If Contractor fails to specify in writing any problem or circumstance that materially affects the costs of its delivery of services or products, including a material breach by the Department, about which Contractor knew or reasonably should have known with respect to the period during the term covered by Contractor's status report, Contractor shall not be entitled to rely upon such problem or circumstance as a purported justification for an increase in the price for the agreed upon scope.

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