Failure to Take Sample Clauses

Failure to Take. If Buyer fails to receive --------------- and purchase its full requirements in accordance with Section 2.1 above, then Buyer will pay Seller $0.035 per MMBtu plus the difference in the price stated in 3.1.1 and Gas Daily TGP 500 leg average index times the difference between (a) its full requirements and (b) the quantities actually taken by Buyer during the applicable seasonal period.
Sample 1Sample 2
AutoNDA by SimpleDocs
Failure to Take. (a) If on any day Customer: (i) fails to nominate the quantity of Gas required by Section 5.3(b) to be redelivered for its account at the Gas Delivery Point on the following day or (ii) fails materially to take redelivery at the Gas Delivery Point of such Gas at the rate nominated in accordance with Section 5.3(b) for its account on such day, and such failure is for reasons other than an event of Force Majeure or the inability of a Downstream Pipeline to take delivery of Customer’s Gas, such inability being not reasonably within the control of Customer, then SABINE may, at its sole discretion, take title to the quantity of Gas not nominated or taken on such day, free and clear of any Claims, and sell or otherwise dispose of such Gas using good faith efforts to obtain commercially reasonable prices and to minimize costs. Customer shall indemnify, defend and hold harmless SABINE, its Affiliates, and their respective directors, officers, members and employees, for the actual and reasonable costs incurred by SABINE as a result of such sale or other disposition of same by SABINE. SABINE shall credit to Customer’s account the net proceeds from the sale or other disposition of Gas from Customer’s Inventory to which it takes title hereunder, minus actual transportation costs, any other third party charges and an administrative fee of five U.S. cents ($0.05) per MMBTU; provided, however, that if the amount of the credit exceeds the amount due to SABINE under the next monthly statement, then SABINE agrees to pay any such excess amount to Customer within five (5) Business Days after delivery of such monthly statement. In the event SABINE is required to dispose of Customer’s Gas more than three (3) times in any Contract Year, the administrative fee shall be increased to ten U.S. cents ($0.10) per MMBTU for each occasion thereafter in such Contract Year. (b) If on any day Customer fails materially to take delivery at the LNG Transfer Point of LNG in the quantity nominated in accordance with Section 5.3(b) for its account on such day, and such failure is not due to SABINE’s failure to make LNG available for any reason, including Force Majeure (except to the extent SABINE is expressly excused from making available such LNG pursuant to provisions of this Agreement) or Customer’s failure to take delivery for reasons that are otherwise excused pursuant to this Agreement, including due to SABINE’s breach thereof, then: (i) SABINE shall be relieved of all obligations hereunde...
Sample 1
Failure to Take. If FUEL fails to take the Firm Natural Gas Service fixed volume during the Commercial Operating Period, including any and all planned or unplanned maintenance periods, or Interruptible Natural Gas Service nominated volume during the Test Operating Period or Commercial Operating Period, any costs incurred by the City of Camilla as a result of this failure to take, including but not limited to any costs incurred by the City related to the remarketing of any such volumes, will be passed through to FUEL at actual cost incurred.
Sample 1
Failure to Take. ‌ 4.1 If the Buyer is unable or fails to take delivery of all or part of the Nominal Quantity of an LNG Cargo scheduled for delivery under a Confirmation Notice [within [⚫] days after / by]:‌ (a) the end of the Scheduled Arrival Window for any reason other than Force Majeure, fault of the Seller; or in relation to an Ex-Ship delivery only, the fault of the transporter; or (b) the end of a period after the end of the Scheduled Arrival Window equal to the period that Allowed Laytime is extended as a result of Adverse Weather Conditions, the Parties shall, subject to clause 4.2, use reasonable endeavours to reschedule the relevant LNG Cargo, subject to the Buyer reimbursing the Seller for all reasonable, documented costs and expenses arising from the rescheduling. 4.2 The difference between the Nominal Quantity for the relevant LNG Cargo (as set forth in the applicable Confirmation Notice) and the Quantity Delivered by the deadline specified in clause 4.1 shall be a deficiency quantity (Buyer Deficiency Quantity). If the Buyer Deficiency Quantity falls within the Operational Tolerance of the LNG Cargo then the Buyer Deficiency Quantity shall be deemed to be zero, the Parties shall have no further obligation to reschedule the relevant LNG Cargo and the Buyer shall have no further liability to pay the Seller pursuant to this clause 4.‌ 4.3 If the Parties are unable to reschedule the relevant LNG Cargo or the Buyer is unable or fails to take delivery of the Buyer Deficiency Quantity by the deadline specified in clause 4.1 the Buyer shall pay the Seller an amount equal to the LNG Price multiplied by the Buyer Deficiency Quantity (unless the Buyer Deficiency Quantity was due to the Wilful Misconduct of the Buyer, in which case the Buyer shall pay [⚫] ).‌‌ 4.4 The Seller shall use reasonable endeavours to sell such Buyer Deficiency Quantity to a Third Party or Third Parties.‌ 4.5 If the Seller sells all or part of such Buyer Deficiency Quantity, then Seller shall pay Buyer the Net Proceeds provided, however, that Seller shall not be required to pay Buyer any part of the Net Proceeds which is in excess of the payment made by Buyer to Seller under clause 4.
Sample 1
Failure to Take a. By the Buyer – In the event of a Failure to Take by the Buyer, the Buyer will pay to Exchange an amount equal to: i. the reasonable direct costs, claims, expenses and damages suffered or incurred by Exchange as a result of the Buyer's failure to take the Failure Quantity including without limitation or duplication, (a) any excess of that portion of the Purchase Amount payable with respect to the Failure Quantity over the proceeds from the sale of the Failure Quantity, if any (the "Buyer Replacement Amount"), (b) the cost of storing or selling a quantity of gas or Oil, as applicable, equal to the Failure Quantity, (c) the costs or charges levied by the Transportation System as a result of such Failure to Take, and (d) transportation, storage and other costs, if any, related to the Failure to Take the Failure Quantity; plus, ii. interest from the date of the occurrence of the Failure to Take at the Default Rate to and including the date of payment to Exchange of all such amounts; plus iii. liquidated damages of: (A) with respect to Physical GasPhysically Settled Futures Transactions, $5,000 representing the pre-estimated amount of the costs of investigation and damage suffered by Exchange in respect of injury to the development of, reputation and integrity of the business carried on by Exchange if (a) the Failure to Take occurs during a System Constraint Period, and (b) Exchange has determined in its sole discretion that appropriate circumstances exist for the application of such liquidated damages; and (B) with respect to a PhysicalPhysically Settled Oil Futures Transactions, the greater of: (a) $5,000; or (b) an amount equal to one percent (1%) of the product of the Contract Price and the Failure Quantity, if Exchange has determined in its sole discretion that appropriate circumstances exist for the application of such liquidated damages, it being understood and agreed that the liquidated damages contemplated by this Section 5.3(a)(iii)(B) and the liquidated damages contemplated by Section 5.1(a)(iii)(B) shall not be assessed by Exchange more than once with respect to any Xxxxxxx Exchange notwithstanding there may have been a Failure to Deliver or Failure to Take under more than one PhysicalPhysically Settled Oil Futures Transaction forming such Xxxxxxx Exchange. Exchange will deliver to the Buyer a separate Invoice in respect of the PhysicalPhysically Settled Futures Transaction which is the subject of the Failure to Take itemizing separately the amoun...
Sample 1
Failure to Take. If Buyer fails to take delivery, when available, of the Nominated Quantity and if such failure is not the result of force majeure, then:
Sample 1
Failure to Take. If Buyer fails to take delivery, when available, of the Nominated Quantity and if such failure is not the result of force majeure, then: (a) as to any *** during any month of *** of the Nominated Quantity, *** shall *** to ***, *** of the Nominated Quantity and the quantities actually delivered *** of the Commodity Price or Alternate Commodity Price, whichever is applicable; (b) as to failures to nominate the maximum DCE and failures to take the Nominated Quantity, any and all such gas shall be deemed released for the month or the remainder thereof by Buyer for Seller to dispose of as Seller sees fit.
Sample 1
AutoNDA by SimpleDocs
Failure to Take. Delivery If vessel fails to file before the end of the delivery period, buyer shall be in breach of contract and seller shall carry the grain for buyer's account and risk as provided in Clause 19. In the event that buyer has not given vessel nominations conforming to the applicable provisions of Clause 8 by the 15th calendar day following the last day of the delivery period, or if the vessels having been nominated within such time, fail to file by the 35th calendar day following the last day of the delivery period, seller may, in its discretion: (a) continue to carry the commodity for buyer's account and risk, (b) declare buyer in default, or (c) tender to buyer proper warehouse receipts in a quantity equal to the mean quantity open under this contract, in exchange for which buyer shall pay at contract price plus accrued carrying charges, but less out-elevation and outbound weighing and inspection charges. Such tender of warehouse receipts shall be deemed due performance of the contract by seller. SPECIAL PROVISIONS FOR CONTRACTS PROVIDING FOR DELIVERY AT ST. XXXXXXXX, GREAT LAKES OR XXXXXX BAY PORTS: (1) Seller shall be barred from declaring option (b) above while the navigation in the designated delivery area is officially closed for the ice season, and for 20 days thereafter.
Sample 1

Related to Failure to Take

  • 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.

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

  • FAILURE TO CONTRIBUTE Pursuant to Section 00-00-000 of the Act, any contribution must be satisfied by the Member within sixty (60) days from the date of the call for capital. If a Member fails to make its required contributions to the Company, then the other Members may seek enforcement of the obligation to contribute capital. Any remedy under the Act may be pursued, including allowing the individual to become a Member without a transferable interest, provided there is unanimous consent from all Members who have satisfied their contribution obligations.

  • Failure to Perform In the event of a failure of performance due under this Agreement and if it becomes necessary for either party to undertake legal action against the other on account thereof, then the prevailing party shall be entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.

  • TOTAL OR PARTIAL FAILURE TO PERFORM 20.1 In the case of Goods to be specially manufactured for it, if Transnet at any time ascertains that: a) no manufacturing of the Goods specified in a Purchase Order has commenced and there is little or no prospect, in Transnet’s opinion, that manufacturing will commence within a reasonable time; or b) delivery of any of the Goods is being or is likely to be delayed beyond the promised delivery date(s), and there is little or no prospect of the Purchase Order(s) being carried out within reasonable adherence to the promised delivery rate(s) or time(s), then Transnet may, irrespective of the cause of the delay, by notice to the Supplier, cancel as from a future date specified in such notice the whole or any part of this Agreement or Purchase Order in respect of which the Goods to be supplied have not been completed by that date, without incurring any liability by reason of such cancellation except as provided in this clause. 20.2 The Supplier/Service Provider shall thereupon, as soon as possible after such date, deliver to Transnet the Goods/Services [if any] already completed, and payment for the part performance shall be made on a pro rata basis, provided the uncompleted part is not an integral or essential part of the completed Goods/Services. Where an integral or essential part of the work has not been completed, the amount to be paid to the Supplier/Service Provider will be calculated on the basis of Transnet’s enrichment. The Supplier/Service Provider shall, wherever practicable, supply Transnet with the necessary drawings and/or specifications to enable it to complete the work. 20.3 Whenever, in any case not covered by clause 20.1 above, the Supplier fails or neglects to execute the work or to deliver any portion of the Goods/Services as required by the terms of this Agreement or Purchase Order, or if any Goods/Services are rejected on any of the grounds mentioned in clause Error! Reference source not found. [Defective Goods], Transnet may cancel this Agreement or Purchase Order in so far as it relates to the unexecuted work or the undelivered or rejected portion of the Goods/Services, and in such event, the supply of the remaining portion shall remain subject in all respects to these conditions.

  • Failure to Meet Timelines Failure by the Union to comply with the timelines will result in the automatic withdrawal of the grievance. Failure by the Employer to comply with the timelines will entitle the Union to move the grievance to the next step of the procedure.

  • Delay or Omission; No Waiver No course of dealing on the part of any Noteholder and no delay or failure on the part of any such Person to exercise any right hereunder shall impair such right or operate as a waiver of such right or otherwise prejudice such Person's rights, powers and remedies hereunder. Every right and remedy given by this Unconditional Guaranty or by law to any Noteholder may be exercised from time to time as often as may be deemed expedient by such Person.

  • Failure to Close (A) If Seller(s) fails to convey the property as provided in this contract: Buyer(s) may exercise legal remedies including suit for specific performances or damages. Agent may xxx Xxxxxx(s) to recover loss of commission. Agent may pay Xxxxxxx Money into a court of competent jurisdiction, or retain Xxxxxxx Money until directed to distribute the same by a court of competent jurisdiction. (B) If Buyer(s) fail to purchase the property as provided in this contract: Seller(s) may exercise legal remedies including suit for specific performance or damages. Seller(s) may elect to retain Xxxxxxx Money deposit as liquidated damages for breach of contract, in this case, it is agreed that Agent may retain from such Xxxxxxx Money deposit an amount not greater than his total commission of the sale had been consummated and the residue, if any, will be paid to Seller(s). (C) Xxxxx(s) and Seller(s) further agree that in the event of default by either that results in litigation, that the non-defaulting party may recover reasonable attorney fees and any other court costs, in addition to other damages provided for herein.

  • 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.

  • Company’s Failure to Timely Convert If the Company shall fail to issue a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon conversion of any Conversion Amount on or prior to the date which is five Business Days after the Conversion Date (a “Conversion Failure”), then the Company shall pay to the Holder payments (“Conversion Default Payments”) for a Conversion Failure in the amount of (i) (N/365), multiplied by (ii) an amount equal to the amount by which (x) the highest Closing Sale Price of the Common Stock during the period beginning on the date the Conversion Notice giving rise to the Conversion Failure in accordance with this Section 3(c)(ii) is transmitted (the “Conversion Failure Date”) and ending on the date immediately preceding the date on which the applicable Conversion Default Payment is made exceeds (y) the Conversion Price in respect of such Conversion Amount, multiplied by (iii) the number of shares of Common Stock the Company failed to so deliver in such Conversion Failure, multiplied by (iv) .18, where N equals the number of days from the Conversion Failure Date to the date that the Company effects the full conversion of the Conversion Amount which gave rise to the Conversion Failure. The accrued Conversion Default Payments for each calendar month shall be paid in cash to the Holder by the fifth day of the month following the month in which it has accrued. In addition to the foregoing, if within five Trading Days after the Company's receipt of the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder's conversion of any Conversion Amount, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock times (B) the Closing Sale Price on the Conversion Date. Nothing herein shall limit the Holder’s right to pursue actual damages for the Company’s failure to maintain a sufficient number of authorized shares of Common Stock or to otherwise issue shares of Common Stock upon conversion of this Note in accordance with the terms hereof, and the Holder shall have the right to pursue all remedies available at law or in equity (including a decree of specific performance and/or injunctive relief).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!