Buyer Event definition

Buyer Event means any of the events described in Section 11.3.
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Buyer Event. Buyer's failure to pay or cause to be paid any undisputed amount owing under this Agreement when due (including, without limitation, Buyer Payment in accordance with Section 4.2(b) and interest accrued on any amounts payable hereunder in accordance with Section 8.5) by the 25th Day of each Month, following the Month on which Committed Gas was delivered, subject in all respects to Buyer's rights under Sections 8.2 and 8.3 (a "Buyer Payment Event"); (ii) the occurrence of one or more of the following events with respect to Buyer: (A) the entry of a decree or order for relief against any entity controlling Buyer by a court of competent jurisdiction in any involuntary case brought against any such entity under any bankruptcy insolvency or other similar law (collectively, "Debtor Relief Laws") generally affecting the rights of creditors and relief of debtors now or hereafter in effect, (B) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar agent under applicable Debtor Relief Laws for any such entity or for any substantial part of its assets or property, (C) the ordering of the winding up or liquidation of any such entity's affairs, (D) the filing of a petition against any such entity in any such involuntary bankruptcy case, which petition remains undismissed for a period of 180 Days or which is not dismissed or suspended pursuant to Section 305 of the Federal Bankruptcy Code (or any corresponding provision of any future United States bankruptcy law), (E) the commencement by any such entity of a voluntary case under any applicable Debtor Relief Law now or hereafter in effect, (F) the consent by any such entity to the entry of an order for relief in an involuntary case under any such law or to the appointment of or the taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar agent under any applicable Debtor Relief Laws for any such entity or for any substantial part of its assets or property, or (G) the making by any such entity of any general assignment for the benefit of its creditors (the events referred to in clauses (A) through (G) being collectively referred to as a "Buyer Bankruptcy Event"); (iii) the inaccuracy, in any material respect, of any representation or warranty made by Buyer in Section 14.15 (a "Buyer Representation Event"); or (iv) Buyer's failure to perform any covenant or other obligation in this Agreement (other than those specified in cla...
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Buyer Event shall have the meaning ascribed to such expression in Clause 6.
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Examples of Buyer Event in a sentence

  • An audit not followed by a notice of a Buyer Event of Default shall not constitute or be deemed to constitute a waiver of any Buyer Event of Default, nor shall it constitute or be deemed to constitute an acknowledgement that there has been or will be compliance by the Buyer with this Agreement.

  • Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (a “Buyer Event”), and there is no proceeding or investigation pending or, to the knowledge of Buyer, threatened by any governmental authority, that would reasonably be expected to become the basis for a Buyer Event.

  • If Buyer commits a Buyer Event of Default, prior to exercising any remedy granted by this Contract or by law, Builder shall deliver written notice of such default to Buyer.

  • If the Buyer Event of Default is not cured within fifteen (15) days after delivery of such written notice (Buyer’s Cure Period), Builder may exercise any remedy subject to the terms of this Contract.

  • Upon the occurrence of a Buyer Event of Default, Supplier may, by written notice to Buyer, terminate the outstanding Purchase Order(s) under which the Buyer Event of Default has arisen and/or shall be entitled to such rights and remedies as may be available at law or in equity.

  • Upon the occurrence and during the continuation of a Buyer Event of Default, Siemens, in addition to its right to pursue any other remedy given under the Agreement, shall have the right to terminate this Agreement upon not less than five (5) days prior written notice to Buyer.

  • In the event any Buyer Event of Default remains uncured following any applicable notice and cure period, Seller shall have the right to provide Buyer with written notice of its intent to Terminate any Agreement and Terminate such Agreement forty-five (45) days after Buyer’s receipt of such notice; provided that, for Terminations relating to payment of amounts owed by Buyer, Seller may Terminate forty-five (45) days after Buyer’s receipt of such notice.

  • If a Buyer Event of Breach occurs or is alleged and a Seller Indemnitee asserts that the Buyer or Newco has become obligated to such Seller Indemnitee pursuant to Section 6.3 hereof, or if any Proceeding is begun, made or instituted by a third party as a result of which the Buyer or Newco may become obligated to a Seller Indemnitee hereunder, such Seller Indemnitee shall give written notice to the Buyer and Newco.

  • Without limiting the generality of the foregoing, if Seller does not deliver Energy from the SEF to Buyer for a continuous period of twelve (12) months for any reason other than Force Majeure, Buyer Event of Default or Buyer Act hereunder, Buyer shall have the right to terminate the applicable Agreement by delivering written notice of such Termination at any time prior to the date upon which the SEF resumes the production of Energy.

  • Upon the occurrence of a Buyer Event of Default, all amounts owed for Work completed will, at the option of the Builder, after any notice or Buyer's Cure Period, become immediately due and payable without prejudice to any other remedy of the Builder.


More Definitions of Buyer Event

Buyer Event means (i) a Type A event as classified by the UK Pension Regulator’s guidance on such events, (ii) a violation of the Deed, the UK Pension Plan, applicable Law or participant rights by the Buying Parties or their Affiliates or (iii) any act or omission by the Buyer Parties or their Group which could reasonably be found to have been motivated in substantial part by an intention to cause a winding up of the UK Pension Plan. In the event of any dispute over the existence of or extent of the UK Pensions Regulator’s request for additional underfunding Buyer Parent and Parent agree that an independent actuary will be jointly appointed, with costs equally shared, to carry out an independent assessment which will include a valuation of the extent of the additional underfunding. Buyer Parent and Parent further agree to be bound by the independent actuary’s assessment of the additional underfunding and will each contribute their respective share of the additional underfunding by making a payment to ProQuest UK Holdings to enable ProQuest UK Holdings to make the payment to the UK Pension Plan immediately following receipt of confirmation of the additional funding from the independent actuary.
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Buyer Event shall have the meaning prescribed to such term in Section 6.7(l)(3).
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Related to Buyer Event

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Merger Event means any (i) reclassification or change of the Shares that results in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of the Share Company with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which such Share Company is the continuing entity and which does not result in a reclassification or change of all of such Shares outstanding), (iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Shares of the Share Company that results in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by such other entity or person), or (iv) consolidation, amalgamation, merger or binding share exchange of the Share Company or its subsidiaries with or into another entity in which the Share Company is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Shares immediately following such event, in each case if the Merger Date is on or before the Valuation Date.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Flip-Over Event means any event described in clause (x), (y) or (z) of Section 13(a) hereof.

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Fundamental Change Purchase Price has the meaning specified in Section 3.02(a) hereof.

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Transfer Event means (i) a transfer of the ownership of a project, (ii) the sale or assignment of a partnership interest in a project owner and/or (iii) the refinancing of secured debt on a project. The following shall not be deemed a Transfer Event: (i) the transfer of the project or a partnership or membership interest in a project owner in which reserves remain with the project and the debt encumbering the project is not increased, refinanced or otherwise modified, (ii) the refinancing of project debt which does not increase the outstanding principal balance of the debt other than in the amount of the closing costs and fees paid to the project lender and third parties as transaction

  • Parent Intervening Event means any event, change, occurrence or development that is unknown and not reasonably foreseeable to the Parent Board as of the date of this Agreement, or if known or reasonably foreseeable to the Parent Board as of the date of this Agreement, the material consequences of which were not known or reasonably foreseeable to the Parent Board as of the date of this Agreement; provided, that the receipt, existence or terms of a Parent Alternative Proposal shall not be deemed to be a Parent Intervening Event hereunder.

  • Barrier Event means that R (final) is lower than the Barrier.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Potential Adjustment Event means any of the following:

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Parent Change of Control means the occurrence of any of the following:

  • Purchase Event means any of the following events:

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Put Event means the occurrence of:

  • Fundamental Change Purchase Date has the meaning specified in Section 3.02(a) hereof.

  • Flip-over Transaction or Event means a transaction or series of transactions after a Flip-In Date in which, directly or indirectly, (i) the Company shall consolidate or merge or participate in a share exchange with any other Person if, at the time of the consolidation, merger or share exchange or at the time the Company enters into any agreement with respect to any such consolidation, merger or share exchange, the Acquiring Person Controls the Board of Directors of the Company and either (A) any term of or arrangement concerning the treatment of shares of capital stock in such consolidation, merger or share exchange relating to the Acquiring Person is not identical to the terms and arrangements relating to other holders of the Common Stock or (B) the Person with whom the transaction or series of transactions occurs is the Acquiring Person or an Affiliate or Associate of the Acquiring Person or (ii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) assets (A) aggregating more than 50% of the assets (measured by either book value or fair market value) or (B) generating more than 50% of the operating income or cash flow, of the Company and its Subsidiaries (taken as a whole) to any Person (other than the Company or one or more of its wholly owned Subsidiaries) or to two or more such Persons which are Affiliates or Associates or otherwise acting in concert, if, at the time of the entry by the Company (or any such Subsidiary) into an agreement with respect to such sale or transfer of assets, the Acquiring Person Controls the Board of Directors of the Company. An Acquiring Person shall be deemed to "Control" the Company's Board of Directors when, following a Flip-In Date, the Persons who were directors of the Company before the Flip-In Date shall cease to constitute a majority of the Company's Board of Directors.