Failure to Sell. If BREA is unable to sell BREA’s Membership Interest, the Portfolio/Company Interest or the applicable Property within a Marketing Period, then, prior to any further marketing or any subsequent marketing of BREA’s Membership Interest, the Portfolio/Company Interest or the applicable Property, BREA must send Administrative Member a new Intent to Sell Notice, and the process set forth in Section 10.1 through this Section 10.5 shall be applicable.
Failure to Sell. If for any reason, except the willful or grossly negligent act or omission of RMST, the Agent or the Warehouse Purchasers, the Company has not caused any Eligible Mortgage to be sold to an Investor on or before the date (the "FAILURE DATE") that is the earlier of
(a) sixty (60) days after the Warehouse Purchasers purchased the Eligible Mortgage or
(b) (i) in the case of Bulk Purchase Mortgages, the Bulk Mortgage Takeout Date or, (ii) as to all other Eligible Mortgages, the date the Commitment which relates to that Eligible Mortgage expires, then, on or before the date (the "MORTGAGE DEFAULT DATE" for that Mortgage) that is three (3) Banking Business Days after the Failure Date, the Company shall repurchase the Eligible Mortgages from the Warehouse Purchasers (or RMST if RMST has purchased the Mortgage) for the Applicable Repurchase Amount.
Failure to Sell. 8.1. If, following exercise of the Options by the Optionee:
(a) any Shareholder breaches its obligations under clause 6 of this Agreement; and/or
(b) the Optionee is otherwise unable to acquire one hundred per cent. (100%) of the issued share capital of the Company pursuant to the SPA, (each such event being a “Failure Event”), the Optionee shall provide notice in writing to the Company within [***] of becoming aware of such Failure Event (a “Failure Notice”) and the Shareholders shall have [***] following receipt of the Failure Notice by the Company to cure the relevant Failure Event to the reasonable satisfaction of the Optionee.
8.2. If a Failure Event occurs and is not cured to the reasonable satisfaction of the Optionee in accordance with clause 8.1, each Shareholder agrees and acknowledges that it shall vote its Option Shares and enforce any and all applicable terms under the Companies Xxx 0000, the Articles and the Shareholders’ Agreement, including but not limited to the drag right set out in article 18 of the Articles, in order to cause each Shareholder whose breach contributed to the Failure Event to effect compliance with its obligations under this Agreement. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.
8.3. In the event of a conflict between this Agreement and the Articles prior to termination of this Agreement pursuant to clause 18, , each Shareholder agrees and acknowledges that the terms of this Agreement shall prevail and that it shall, to the extent it is lawful to do so, vote its Option Shares and enforce any and all applicable rights it holds (whether under the Companies Xxx 0000, the Articles and the Shareholders’ Agreement, or otherwise) , including but not limited to the drag right set out in article 18 of the Articles, in order to amend the Articles to reflect the terms of this Agreement.
8.4. In the event of a conflict between this Agreement and the Shareholders’ Agreement prior to termination of this Agreement pursuant to clause 18, each Shareholder agrees and acknowledges that the terms of this Agreement shall constitute a waiver of the conflicting terms under the Shareholders’ Agreement. Notwithstanding clause 25 of the Shareholders’ Agreement, the Shareholders shall not modify the Articles such that the Articles are in conflict with this Agreement.
Failure to Sell. If the Vendors do not enter into a binding Sale Agreement for the sale of all but not less than all of the Partnership Interests on terms and conditions no less favourable than the terms and conditions contained in the Offer Notice within the period and as otherwise provided for in Section 14.05, then the obligations of the Vendors to deliver an Offer Notice in accordance with this Article shall be reinstated.
Failure to Sell. During the Ongoing Rights Period, If Landlord fails to sell the Real Property within six (6) months after having delivered the Transfer Notice to Tenant, then, prior to any sale thereof, Landlord shall once again notify Tenant of any bona fide offer to purchase the Real Property and the aforesaid procedure shall be repeated.
Failure to Sell. If Chugai fails to launch commercial sales of the --------------- Finished Product in any country in the Territory within *** from the date of the Government Approval for the Finished Product in such country, despite the timely supply of the Product by CTIT, then all rights to distribute such Finished Product in such country shall revert to CTIT upon *** notice to Chugai. In * The information above marked by *** has been omitted by a request for confidential treatment. The ommitted portion has been separately filed with the Commission. addition, if Chugai determines that it is commercially unreasonable to launch or to continue sales of the Finished Product in a particular country on the terms of this Agreement, Chugai may, upon reasonable notice to CTIT, cancel the launch or discontinue sales in such country and such country shall cease to be a part of the Territory for the Finished Product for all purposes of this Agreement, and all rights to use, market and distribute such Finished Product in such country shall revert to CTIT as of CTIT's receipt of Chugai's notice of cancellation. This Section 7.4 shall not limit any other remedies CTIT may have under applicable law.
Failure to Sell. If the property is not sold within the average number of days on the market for residences in Chippewa County for as the price range of the Property Owner’s property FMV, as determined by the Multiple Listing Service that includes Chippewa County, plus 90 days; then, TCT shall immediately purchase the property for the Fair Market Value.
Failure to Sell. If Seller breaches this Agreement by failing to sell the Property to Purchaser and Seller does not cure such breach within five (5) days after it is notified of the same by Purchaser, in writing, then Purchaser may, as its sole and exclusive remedy, either: (i) obtain specific performance of this Agreement; or (ii) terminate this Agreement, receive a return of the Deposit, and recover an amount equal to the out-of-pocket expenses incurred by Purchaser in connection with its inspection of the Property, not to exceed Seventy Five Thousand and No/100 US Dollars (US $75,000.00). In the event Purchaser desires to bring an action for specific performance of this Agreement, Purchaser must commence such action within sixty (60) days after the date the Closing was supposed to occur. Purchaser’s failure to commence an action for specific performance within the period required under this section shall constitute an irrevocable waiver of its right to bring the same.
Failure to Sell. In the event that a Failure to Sell shall occur, in addition to Lessee’s right to elect the Renewal Term and retain, use, lease or otherwise dispose of the Leased Property, Lessee shall have the option to arrange a sale of the Improvements and an assignment of its interests in the Land and other Leased Property to a third party as determined by Lessee in its sole discretion.
Failure to Sell. If the property is not sold within 270 days from the listing date, then Superior shall immediately purchase the property for the Fair Market Value.
