Failure to Agree definition

Failure to Agree has the meaning provided for in Section 9 of the Purchase Agreement.
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Failure to Agree shall have the meaning set forth in Section 9 hereof.
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Failure to Agree. - means the City Representative and a Recognized Employee Organization have been unable to reach agreement concerning a subject over which they are meeting and conferring in good faith.
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Examples of Failure to Agree in a sentence

  • If the Parties have not entered into a definitive agreement within such negotiation period, then the final terms and conditions of such agreement will be resolved in accordance with Section 8.2 (Arbitration for Failure to Agree).

  • If the Trustees and Design-Builder do not reach an agreement on compensation and/or time adjustment at the time of commencing the emergency change, then compensation and/or time extension, as appropriate, will be as provided in Article 38.01-c, Failure to Agree as to Cost.

  • Within ten (10) Business Days of any Failure to Agree under Section 9 of the Purchase Agreement, the Company shall fully redeem the Debenture by paying to the Holder a cash redemption price equal to 120% of the outstanding Principal Amount being redeemed, and the provisions of Sections 3(b) and (c) shall apply to such redemption mutatis mutandis.

  • Within ten (10) Business Days of any Failure to Agree under Section 9 of the Purchase Agreement, the Company shall fully redeem the Debenture by paying to the Holder a cash redemption price equal to 120% of the outstanding Principal Amount being redeemed.

  • Failure to Agree with the Terms and Conditions of the Tender Document 16 13.

  • Failure to Agree on eFunds Customizations Costs for Initial Programs.

  • Failure to Agree If the Parties cannot agree the extent of any compensation, delay incurred, relief from the Contractor's obligations under this Agreement, or the Authority disagrees that a Compensation Event has occurred (or as to its consequences), or that the Contractor is entitled to relief under this clause 16, the Parties shall resolve the matter in accordance with the Dispute Resolution Procedure.

  • The applicable Party shall provide the products or services with respect to which there is a Failure to Agree in good faith, pending resolution of the Failure to Agree and subject to the terms of such resolution.

  • In resolving any Failure to Agree, the Parties intend that the arbitrators shall apply the substantive Laws of the State of New York, without giving effect (to the fullest extent provided by law) to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction.

  • Any controversy concerning whether a Dispute is a Failure to Agree, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Section 6.6(b) shall be determined by the arbitrators.


More Definitions of Failure to Agree

Failure to Agree means that the District Employee Relations Representative and a Recognized Employee Organization have been unable to reach agreement concerning a subject over which they are required to Meet and Confer in Good Faith.
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Failure to Agree. The Bank shall not be under any liability to the ------------------ Borrower in the event of any failure to agree a fixed rate, a maximum and/or minimum rate or an interest rate management fee pursuant to the provisions on in the Offer Letter under the heading "Interest" or Condition 5.
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Related to Failure to Agree

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Breach of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Intentional for purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the best interests of the Bank.

  • Breach means an impermissible use or disclosure of electronic or non-electronic sensitive personal information by an unauthorized person or for an unauthorized purpose that compromises the security or privacy of Confidential Information such that the use or disclosure poses a risk of reputational harm, theft of financial information, identity theft, or medical identity theft. Any acquisition, access, use, disclosure or loss of Confidential Information other than as permitted by this DUA shall be presumed to be a Breach

  • Omission is the failure to submit part or all of the information or documentation required in the tendering document.

  • Intentional Wrongdoing means an act or omission taken or omitted by a Party with knowledge or intent that injury or damage could reasonably be expected to result.

  • Breach of Duty means the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of the Statute.

  • Misconduct means the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.

  • Unwarranted failure to comply means the failure of a permittee to prevent the occurrence of any violation of the permittee's permit or any requirement of this chapter due to indifference, lack of diligence, or lack of reasonable care, or the failure to abate any violation of such permit or this chapter due to indifference, lack of diligence, or lack of reasonable care.

  • Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).

  • Failure has the meaning set forth in Section 2.4.

  • Breach of system security means unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of sensitive personal information maintained by a person, including data that is encrypted if the person accessing the data has the key required to decrypt the data. Good faith acquisition of sensitive personal information by an employee or agent of the person for the purposes of the person is not a breach of system security unless the person uses or discloses the sensitive personal information in an unauthorized manner. Business and Commerce Code 521.053(a)

  • Execution Venue means the entity with which client orders, assets or securities are placed and/or to which the Company transmits Client’s orders for execution.

  • Breach Notice has the meaning specified in Section 8.2(a);

  • Express warranty means an express warranty as set forth in sections 4-2-313 and 4-2.5-210, C.R.S. An express warranty shall cover every part of a new facilitative device.

  • Breach of trust means a breach of any duty imposed on a trustee by this Act or by the terms of the trust;

  • Breach of Security means the occurrence of unauthorised access to or use of the Premises, the Services, the Contractor system or any ICT or data (including the Authority’s Data) used by the Authority or the Contractor in connection with this Contract.

  • BREACH OF CONTRACTUAL OBLIGATION means amongst others also the following:

  • Consequential Damages means Losses claimed to have resulted from any indirect, incidental, reliance, special, consequential, punitive, exemplary, multiple or any other Loss, including damages claimed to have resulted from harm to business, loss of anticipated revenues, savings, or profits, or other economic Loss claimed to have been suffered not measured by the prevailing Party’s actual damages, and any other damages typically considered consequential damages under Applicable Law, regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful acts or omissions.

  • Intentionally means that the person referred to has a purpose to do or fail to do the act or cause the result specified or believes that the act or failure to act, if successful, will cause that result. A person "intentionally" violates a statute:

  • Failure to Pay means, after the expiration of any applicable Grace Period (after the satisfaction of any conditions precedent to the commencement of such Grace Period), the failure by a Reference Entity to make, when and where due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations, in accordance with the terms of such Obligations at the time of such failure.

  • Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

  • Supplemental Conditions means those terms and conditions, if included in the Agreement by mutual written agreement of the Parties, which add to or modify the Agreement and are incorporated by reference as if fully set forth in the Agreement. In the case of a conflict between the Supplemental Conditions and the Agreement, the Supplemental Conditions shall prevail.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Negligence means the failure to exercise "Reasonable Care".