Failure to Transfer. Seller fails to transfer the Purchased Mortgage Loans to Buyer on the applicable Purchase Date (provided Buyer has tendered the related Purchase Price).
Failure to Transfer. Seller fails to transfer a material portion of the Purchased Assets to Buyer on the applicable Purchase Date (provided Buyer has tendered the related Purchase Price).
Failure to Transfer. Seller fails to transfer the Note or a material portion of the other Purchased Assets to Administrative Agent on the applicable Purchase Date (provided Administrative Agent has tendered the related Purchase Price on behalf of Buyers).
Failure to Transfer. Any Seller Party fails to either (i) transfer the Purchased Assets or pledge the Contributed REO Properties, as applicable, to Administrative Agent for the benefit the applicable Buyer or (ii) transfer Contributed REO Properties to the REO Subsidiary on the applicable Purchase Date (provided the Administrative Agent, on behalf of the applicable Buyer, has tendered the related Purchase Price).
Failure to Transfer. Seller fails to transfer the Purchased Mortgage Loans to Administrative Agent for the benefit of the applicable Buyer on the applicable Purchase Date (provided Administrative Agent, on behalf of the applicable Buyer, has tendered the related Purchase Price).
Failure to Transfer. A Seller Party fails to transfer the Purchased Assets to Administrative Agent for the benefit of the applicable Buyer (or with respect to Contributed Assets, fails to transfer such Contributed Assets to the applicable Underlying Entity) on the applicable Purchase Date (provided the Administrative Agent, on behalf of the applicable Buyer, has tendered the related Purchase Price).
Failure to Transfer. If a Selling Securityholder fails or refuses to comply with its obligations to transfer Relevant Securities under Clause 7 (Transfers), Clause 8 (Drag-Along), Clause 9 (Default) or Clause 10 (Terms and Consequences of Transfers of Convertible Securities) on or before the Transfer Date the Company, to the extent permitted under Applicable Laws, may receive the purchase money for a Selling Securityholder (without any obligation to pay interest) and cause a Buyer (by acting for and on behalf of a Selling Securityholder and the Selling Securityholder agrees to sign and file any documents to authorise the Company to do so) to be registered as the holder of the Relevant Securities being sold (once any appropriate stamp duty has been paid). The receipt by the Company of the purchase money shall be a good discharge to a Buyer (who shall not be bound to see to the application of those moneys). After a Buyer has been registered as holder of the Relevant Securities being sold in exercise of these powers:
10.3.1 the validity of the transfer shall not be questioned by any person;
10.3.2 the Selling Securityholder, shall surrender its certificates for the Relevant Securities to the Company, if applicable. On surrender, it shall be entitled to the purchase money for the Relevant Securities; and
10.3.3 this Clause 10.3 (Failure to transfer) shall apply to the extent permitted by Applicable Laws.
Failure to Transfer. In the event of failure to effect a Book Transfer on the Delivery Date for any reason, other than an Event of Force Majeure pursuant to Article VII, URI's liability to UG for claims of any kind shall be limited to the difference between UG's reasonable, direct cost of purchasing a pound of replacement U3O8 times the number of pounds of U3O8 not delivered under this Agreement, and the Concentrates Price times the number of pounds of U3O8 not delivered.
Failure to Transfer. If the Transferring Shareholder or the Remaining Shareholder does not comply with its sale or purchase obligations in this Clause 23 then the provisions of Clause 26.3 shall apply.
Failure to Transfer. If a Shareholder fails or refuses to comply with its obligations relating to a transfer of Shares under clause 10.1.3:
12.4.1 the Company shall authorise a person to execute and deliver the necessary transfer on its behalf. Payment of the purchase money in respect of such transfer to that Shareholder shall be made in such manner as is agreed between the Company and Shareholder and in the absence of such agreement, by cheque to that Shareholder's last known address, which shall be a good discharge for the purchaser. The Company shall, subject to the instrument of transfer being duly stamped, cause the purchaser to be registered as holder of the relevant Shares. Once registration has taken place in purported exercise of the power contained in this clause 12.4 the validity of the proceedings shall not be questioned by any person; and
12.4.2 the purchaser or, where the purchaser is not a Shareholder, the Company on its behalf and acting on its instructions, may serve written notice on such Shareholder within 15 Business Days of such failure or refusal and (unless such non-compliance has previously been remedied to the reasonable satisfaction of the purchaser) after a further five Business Days from the date of such notice the Shareholder shall be deemed to have waived its right to exercise any of its powers or rights in relation to the management of, and participation in the profits of, the Company under this Agreement, the Articles or otherwise, and shall be deemed to have removed all Directors appointed by it with effect from the end of such five Business Day period.
