Closing Failure Fee definition

Closing Failure Fee. The definition of “Closing Failure Fee” in Section 1.1 of the Agreement is hereby deleted and replaced in its entirety with the following language:
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Closing Failure Fee means an amount equal to the Initial Deposit Escrow Amount plus the Subsequent Deposit Escrow Amount.
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Closing Failure Fee means an amount equal to the Initial Deposit Escrow Amount; provided, however, that if this Agreement is terminated for any reason (other than a termination pursuant to Section 8.1(d)(vi)) at any time after 5:00 p.m. Central Time on February 5, 2024, then the “Closing Failure Fee” shall mean an amount equal to the Initial Deposit Escrow Amount plus the Subsequent Deposit Escrow Amount.
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Examples of Closing Failure Fee in a sentence

  • While the Company may pursue both a grant of specific performance in accordance with Section 9.6 and the payment of the Closing Failure Fee under this Section 8.3, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in the consummation of the Merger and any money damages, including all or any portion of the Closing Failure Fee.

  • Payment of the Closing Failure Fee shall be made by wire transfer of same day funds to the accounts designated by the Company as promptly as reasonably practicable after termination of this Agreement (and, in any event, within five Business Days thereof).

  • In the event that this Agreement is terminated by the Sellers pursuant to Section 10.01(g), then the Purchaser shall pay to the Sellers a fee of $84,000,000 (the “Closing Failure Fee”), it being understood that in no event shall the Purchaser be required to pay the Closing Failure Fee on more than one occasion.

  • Payment of the Closing Failure Fee shall be made no later than five (5) Business Days following the termination of this Agreement by wire transfer of immediately available funds to a bank account or bank accounts designated by the Sellers (specifying the portion of the Closing Failure Fee payable to each such account) as promptly as reasonably practicable after termination of this Agreement (and, in any event, within three (3) Business Days thereof).

  • It is essential to design and implement scalable, high-availability ICT-infrastructure to meet all capacity needs for the coming at least for the next 7 years to come.All servers, storage and high performance cluster will be installed at NITC, Singha Durbar data center.

  • Expenses; Closing Failure Fee; Liability Limits 94 SECTION 11.02.


More Definitions of Closing Failure Fee

Closing Failure Fee has the meaning set forth in Section 8.3(b)(iv).
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Closing Failure Fee means an amount equal to the Initial Deposit Escrow Amount plus $15,000,000; provided, however, that if Parent delivers to the Company Qualifying Additional Financing Documents, the Closing Failure Fee shall be an amount equal to the Initial Deposit Escrow Amount plus $20,000,000.
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Related to Closing Failure Fee

  • Daily Failure Amount means the product of (x) .005 multiplied by (y) the Closing Sale Price of the Common Stock on the applicable Share Delivery Date.

  • Transaction Failure Date means the 18-month anniversary of the Effective Date (or the 24 month anniversary of the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Listing Failure Event means that:

  • Reporting Failure has the meaning set forth in Section 2.4.

  • Listing Failure means the situation where the Bonds have not been listed on the corporate bond list of Nasdaq Stockholm (or any other Regulated Market) within sixty (60) calendar days after the Issue Date.

  • GEP Failure means Seller’s failure to produce Delivered Energy in an amount equal to or greater than the Guaranteed Energy Production amount for the applicable Performance Measurement Period.

  • MI Failure means when an MI report: a) contains any material errors or material omissions or a missing mandatory field; or b) is submitted using an incorrect MI reporting Template; or c) is not submitted by the reporting date(including where a Nil Return should have been filed);

  • Milestone Failure means a failure by the Grant Recipient fully to achieve any Milestone by the relevant Milestone Date;

  • Closing Fee has the meaning set forth in Section 2.09(c).

  • Transaction Failure means the failure to consummate a Business Combination within 18 months of the Effective Date (or 24 months after the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Volume Failure means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less than $2,000,000 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such Volume Failure Measuring Period.

  • Price Failure means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed the Floor Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during any such measuring period.

  • Utilization Fee shall have the meaning assigned to such term in Section 2.06(b).

  • Applicable Utilization Fee means, as of any date that the aggregate Advances exceed 33% of the aggregate Commitments, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below: -------------------------------- ----------------------------- Public Debt Rating Applicable S&P/Moody's Utilization Fee -------------------------------- ----------------------------- Level 1 BBB+ or Baa1 or above 0.125% -------------------------------- ----------------------------- Level 2 BBB or Baa2 0.250% -------------------------------- ----------------------------- Level 3 BBB- and Baa3 0.000% -------------------------------- ----------------------------- Level 4 BBB- or Baa3 0.000% -------------------------------- ----------------------------- Level 5 BB+ and Ba1 0.000% -------------------------------- ----------------------------- Level 6 Lower than Level 5 0.000% -------------------------------- -----------------------------

  • Closing Payment has the meaning set forth in Section 2.2.

  • Hire Fee the hire fee specified in Item 13.

  • Liquidated Damages Amount has the meaning set forth in Section 2(e) hereof.

  • Service Failure means a failure by the Contractor to provide the Services in accordance with any individual service level described above (measured on a monthly/quarterly/annual basis)

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Sixty-Day Delinquency Rate As to any Payment Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Principal Balance of (a) Mortgage Loans that are 60 or more days delinquent, (b) Mortgage Loans that are 60 or more days delinquent and in bankruptcy or foreclosure and (c) all REO Property, in each case, as of the last day of the preceding month, and the denominator of which is the Pool Balance as of the last day of the related Due Period.

  • Service Level Failure means a failure to perform the Software Support Services fully in compliance with the Support Service Level Requirements.

  • Upfront Fee has the meaning specified in Section 2.07 hereof.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Financing Costs Adjustment Date means each of the following days:

  • Event Date shall have the meaning set forth in Section 2(d).

  • Public Information Failure Payments shall have the meaning ascribed to such term in Section 4.3(b).