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 Satisfy Conditions. If Buyer or its Custodian fails to satisfy any conditions for holding Performance Assurance, then upon a demand made by Seller, Buyer will, not later than five (5) Business Days after the demand, transfer or cause its Custodian to transfer all Performance Assurance held by it to a Custodian that satisfies those conditions or to Buyer if it satisfies those conditions.
Failure to Satisfy Conditions. If you do not satisfy the above “Conditions for Continued Vesting of Awards”, any outstanding RSUs under each CV Award will be cancelled. You also will be required to repay the Fair Market Value of the number of shares (before tax and other withholdings) of Common Stock distributed to you that would have been outstanding as RSUs on the date you failed to satisfy the “Condition for Continued Vesting of Awards” but for their accelerated distribution (as described in the subsection captioned “Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity”). Fair Market Value for this purpose will be determined as the date that the shares were distributed. These terms and conditions are made part of the Award Agreement dated as of ________________, 20____ (“Grant Date”) awarding performance share units (“PSUs”) pursuant to the terms of the JPMorgan Chase & Co. Long-Term Incentive Plan (“Plan”). To the extent the terms of the Award Agreement (all references to which will include these terms and conditions) conflict with the Plan, the Plan will govern. The Award Agreement, the Plan and Prospectus supersede any other agreement, whether written or oral, that may have been entered into by the Firm and you relating to this award. This award was granted on the Grant Date subject to the Award Agreement and Plan. Unless you decline by the deadline and in the manner specified in the Award Agreement, you will have agreed to be bound by these terms and conditions, effective as of the Grant Date. If you decline the award, it will be cancelled as of the Grant Date. Capitalized terms that are not defined in “Definitions” below or elsewhere in the Award Agreement will have the same meaning as set forth in the Plan. JPMorgan Chase & Co. will be referred to throughout the Award Agreement as “JPMorgan Chase”, and together with its subsidiaries as the “Firm”.
Failure to Satisfy Conditions. In the event any of the conditions in Clauses 8.1 or 8.2 has not been satisfied at or before the Closing Date and such condition has not been waived by the Party for the benefit of which such condition has been included, such Party may terminate this Agreement by written notice to the other Party. However, a Party may not terminate this Agreement in such manner after Closing.
Failure to Satisfy Conditions. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, the Distribution Agreement may be terminated by any Agent (as to itself only) by notice to the Company and the Trust at any time and any such termination shall be without liability of any party to any other party except as provided in Section 12 hereof and except that Section 7, Section 8.2, Section 10 and Section 11 hereof shall survive any such termination and remain in full force and effect.
Failure to Satisfy Conditions. In the event that conditions set forth in Section 2.1.1 (Conditions on Obligations of T&D) or Section 2.1.2 (Conditions on Obligations of Seller) are not satisfied or waived on or before [date] (or such earlier date as is set forth in Section 2.1.1(a) for certain occurrences), then either Party, at its option, may terminate this Agreement by delivering a notice of termination to the other Party. Notice of termination for failure of a condition must be in writing and issued prior to the date when the condition is belatedly satisfied or waived by the Party for whose benefit such condition exists, and shall identify in reasonable detail the condition(s) which have not been satisfied. Upon any termination of this Agreement in accordance with this Section 2.3, neither Party shall have any obligation to the other under this Agreement, and each Party shall return to the other Party any previously provided credit support.
Failure to Satisfy Conditions. If any condition set forth in Sections 6.1 or 6.2 is not satisfied on or before the Closing Time, the Party entitled to the benefit of such condition (in this Section, the “First Party”) may terminate this Agreement by notice in writing to the other Parties and in such event the First Party shall be released from all obligations under this Agreement, and unless the First Party can show that the condition or conditions which have not been satisfied and for which the First Party has terminated this Agreement are reasonably capable of being performed or caused to be performed by the other Parties then the other Parties shall also be released from all obligations under this Agreement, except that the First Party shall be entitled to waive compliance with any such conditions, obligations or covenants in whole or in part if it sees fit to do so without prejudice to any of its rights of termination in the event of non-performance of any other condition, obligation or covenant, or whole or in part.
Failure to Satisfy Conditions. Subject to Section 2.2, if any condition set forth in Section 6.1 or 6.2 is not satisfied at the Closing Time, or if it becomes apparent that any such condition cannot be satisfied at the Closing Time, the Party entitled to the benefit of such condition (the “First Party”) may terminate this Agreement by notice in writing to the other Party and in such event:
(a) unless the other Party can show that the condition or conditions which have not been satisfied and for which the First Party has terminated this Agreement are reasonably capable of being performed or caused to be performed by the First Party or have not been satisfied by reason of a default by the First Party hereunder, the First Party shall be released from all obligations hereunder, except as contemplated in Section 10.10; and
(b) unless the First Party can show that the condition or conditions which have not been satisfied and for which the First Party has terminated this Agreement are reasonably capable of being performed or caused to be performed by the other Party or have not been satisfied by reason of a default by the other Party hereunder, then the other Party shall also be released from all obligations hereunder, except as contemplated in Section 10.10.
Failure to Satisfy Conditions. Subject to the default provisions in Section 14 herein if any of Seller’s or Purchaser’s respective conditions precedent are not fully or timely satisfied on or before the Closing Date, the party whose conditions precedent were not satisfied shall have the option to: (i) waive any or all of its conditions precedent and proceed to closing the transactions contemplated hereby; or (ii) terminate this Agreement and Seller’s and Purchaser’s respective obligations to sell or purchase the Property, as applicable, by giving written notice thereof to the other party and Escrow Agent on or before the Closing Date. In the event either of Seller or Purchaser gives such notice as aforesaid to terminate this Agreement, Seller’s obligation to sell and Purchaser’s obligation to purchase the Property shall be deemed, without notice, grace or further act of any party, to be automatically null and void and of no force or effect, in which event neither Seller nor Purchaser shall have any further rights or obligations hereunder, except pursuant to such provisions hereof as expressly survive the termination of this Agreement. Further, if this Agreement is terminated by written notice given as aforesaid, Purchaser shall promptly return the Study Materials to Seller (at no cost to Seller), and Escrow Agent shall, subject to the default provisions in Section 14 herein, immediately return the Deposit to Purchaser.
Failure to Satisfy Conditions. Notwithstanding anything to the contrary set forth herein, to the extent Hermes Agent determines that Borrower has not requested Advances to be utilized to pay Eligible Interest During Construction in an amount sufficient to pay such obligations when due, and notwithstanding the absence of a request from Borrower for such Advances or the failure to satisfy any conditions set forth in Section 6.3, if Hermes Agent so elects by providing written notice to Borrower, Administrative Agent and each Lender, each Lender’s Proportionate Share of Advances in an aggregate amount specified in such notice shall be deemed (a) funded by such Lender as Eligible Interest Loans and (b) paid by Borrower to such Lender for Eligible Interest During Construction in the amount and on the date specified in such written notice.
