Failure to Satisfy Development Stage Conditions Sample Clauses

Failure to Satisfy Development Stage Conditions. The failure to satisfy all of the Development Stage Conditions on or before the tenth anniversary date of the Effective Date followed by the delivery of written notice electing to dissolve the Company sent by either (i) the Executive Committee to all the Members, or (ii) Tejon to all of the other Members;
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Failure to Satisfy Development Stage Conditions. The failure to satisfy all of the Development Stage Conditions on or before the expiration of the Entitlement Period followed by the delivery of written notice electing to dissolve the Company sent by either (i) the Executive Committee to all the Members, (ii) all of the Remaining Developers to Tejon, or (iii) Tejon to all of the Developers (provided such election under this clause (iii) may only be made on or after March 10, 2010);
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Failure to Satisfy Development Stage Conditions. If the Development Stage Conditions are not satisfied for any of the reasons specified below in this section, then under the circumstances identified below, either party may initiate a buy out by Tejon of DMB’s Interest in the Company upon the terms specified below by sending a notice of such election to the other party (“Buy Out Notice”). The closing of the purchase of DMB’s Interest by Tejon, pursuant to this Section 2.3, shall take place at the offices of the Company and shall occur on or before the date (the “Closing Date”) that is sixty (60) days after determination of the Materials Value or the Interest Fair Market Value, as applicable. The closing shall occur in accordance with and subject to the terms of Exhibit “E”, which is incorporated herein by reference as if fully set forth in this section. For purposes of Exhibit ”E”, DMB shall be the “Selling Member”, and Tejon shall be the “Purchasing Member”. A. If the Executive Committee determines, or after Progress Deadlock regarding such determination the mediator under Section 7.1C below determines, that the Entitlements will not be obtained within a reasonable time period, either Member may deliver a Buy Out Notice to the other Member pursuant hereto. In such event, the amount due to be paid to DMB for its Interest shall be the residual value (if any) to any owner of the Existing Property of the Project Materials (defined below) produced to the date of the Buy Out Notice (“Materials Value”). The Materials Value shall be determined using the valuation procedure described in Exhibit ”B”, except that references in Exhibit “B” to the Interest Fair Market Value shall, for purposes of this paragraph, instead be deemed to refer to the Materials Value. B. Once Entitlements have been obtained, if the Members fail to agree in writing upon the initial Development Business Plan after good faith negotiation and CEO Referral, then either Member may deliver a Buy Out Notice to the other Member pursuant hereto. In such event, the amount due to be paid to DMB for its Interest shall be the corresponding Interest Fair Market Value as of the date of the Buy Out Notice determined in accordance with Exhibit “B”, which is incorporated herein by reference as if fully set forth in this section. For the purpose of this Section 2.3B, the Interest Fair Market Value shall be determined as if the Existing Property Contribution had been made as of the date of valuation, even though the Existing Property Contribution will not have...
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Related to Failure to Satisfy Development Stage Conditions

  • 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 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 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.

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • Unsafe Conditions In accordance with 29 CFR § 1977, occasions might arise when an employee is confronted with a choice between not performing assigned tasks or subjecting himself/herself to serious injury or death arising from a hazardous condition at the workplace. If the employee, with no reasonable alternative, refuses in good faith to expose himself/herself to the dangerous condition, he/she would be protected against subsequent discrimination. The condition causing the employee's apprehension of death or injury must be of such a nature that a reasonable person, under the circumstances then confronting the employee, would conclude that there is a real danger of death or serious injury and that there is insufficient time, due to the urgency of the situation, to eliminate the danger by resorting to regular statutory enforcement channels. In addition, in such circumstances, the employee, where possible, must also have sought from his Employer, and been unable to obtain, a correction of the dangerous condition.

  • Safe Conditions Whenever an employee reports a condition which the employee feels represents a violation of safety or health rules and regulations or which is an unreasonable hazard to persons or property, such conditions shall be promptly investigated. The appropriate administrator shall reply to the concern, in writing, if the employee's concern is communicated in writing.

  • Funding Restrictions and Order Quantities The Agency reserves the right to reduce or increase estimated or actual quantities in whatever amount necessary without prejudice or liability to the Agency, if: 12.3.1 Funding is not available; 12.3.2 Legal restrictions are placed upon the expenditure of monies for this category of service or supplies; or, 12.3.3 The Agency’s requirements in good faith change after award of the contract.

  • EVENTS OUTSIDE OUR CONTROL 10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this XXXX that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (Event Outside Our Control). 10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this XXXX: (a) our obligations under this XXXX will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and (b) we will use our reasonable endeavours to find a solution by which our obligations under this XXXX may be performed despite the Event Outside Our Control.

  • Service Conditions Customer acknowledges that in the event of a service issue, Customer is responsible for on-site cooperative testing with LightEdge Technical Support to assist in the diagnosis of the trouble. Customer agrees to be bound to current terms of LightEdge Acceptable Use Policy. Terms of the Acceptable Use Policy are subject to change without notice. Current Acceptable Use Policy can be found here: xxxx://xxx.xxxxxxxxx.xxx/legal Customer agrees that any service complaints including concerns regarding level of support, products, service reliability, or any other concerns related to LightEdge or Services being provided by LIghtEdge will be communicated to LightEdge by sending an email to xx@xxxxxxxxx.xxx.

  • Adverse Weather Conditions Except in emergency conditions, the Employer shall not require an employee to work outside under extreme weather conditions.

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