Failure to Close definition

Failure to Close shall have the meaning given such term in Section 14.5J(1) hereof.
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Failure to Close shall have the meaning set forth in Section 2.10.
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Failure to Close is defined in Section 10.1(c).
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Examples of Failure to Close in a sentence

  • Notwithstanding anything to the contrary in this Agreement, the Buyer may not terminate this Agreement following any Buyer Failure to Close.

  • The Property Owner acknowledges and agrees that the purpose of the Failure to Close Fee is to make the Capital Provider whole and to pay any costs incurred by the City in processing Property Owner’s application and filing (and releasing) of the Assessment Lien.

  • The Property Owner acknowledges and agrees that the purpose of the Failure to Close Fee is to make the Capital Provider whole and to pay any costs incurred by the District in processing Property Owner’s application and filing (and releasing) of the Assessment Lien.

  • The Parent Parties shall have no liability for an Impermissible Failure to Close if the debt Financing Sources articulate in writing that the Company’s material restatement (undertaken in the Company’s sole discretion) of any of the Financial Statements was the primary cause for its failure to fund.

  • In the event of a Failure to Close the obligations and rights set forth in this Agreement shall immediately terminate.

  • If Buyer or Seller elect to receive Liquidated Damages, the payment of the Liquidated Damages will be the Seller’s or Buyer’s respective sole liability and entire obligation and the Buyer’s or Seller’s respective exclusive remedy for the Seller’s Failure to Close or the Buyer’s Failure to Close, as applicable.

  • The parties acknowledge and agree that the harm caused by Seller’s Failure to Close or the Buyer’s Failure to Close would be impossible or very difficult to accurately estimate as of the date of this Agreement and as of the date when the conditions in specified above have been fulfilled, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that would likely arise from the Seller’s Failure to Close or the Buyer’s Failure to Close.

  • Failure to Close Fee: {[$1,000.00] district applicant deposit, credited at closing.

  • The Company and the Stockholder Parties will use commercially reasonable efforts to avoid taking any action intended to increase the amount of any Losses arising in connection with an Impermissible Failure to Close for which the Company (on behalf of the Stockholders and/or Optionholders) may wish to seek damages; provided that, for the avoidance of doubt, the Stockholder Parties shall have no obligation to (but may in their sole discretion) sell the Company to mitigate or establish such Losses.

  • Until the completion of the Staggered Substitution, no Future Advances will be permitted unless and until the provisions of Section (f)(1) (Failure to Close Substitution) of the Mortgaged Property Addition Schedule are satisfied.


More Definitions of Failure to Close

Failure to Close is defined in Section 11.1 hereof.
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Failure to Close means a situation in which (i) the conditions set forth in Section 6.1 and Section 6.2 have been satisfied or waived (by the party entitled to the benefit thereof), other than those conditions that, by their nature, are to be satisfied at the Closing (provided such conditions would have been satisfied as of such date), (ii) the Company has notified Parent Holdco and Parent that it is, and stands, ready, willing and able to consummate the transactions contemplated by this Agreement, and (iii) Parent Holdco, Parent and Merger Sub fail to consummate the Closing within five (5) Business Days thereafter.
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Failure to Close. If the purchasing Limited Partners fail to complete the Closing in accordance with this Agreement and through no default or breach on the part of the selling Limited Partners (the "FAILED CLOSING") then the purchasing Limited Partners shall have 7 clear days to cure that breach and complete the transaction contemplated by this Article and if the purchasing Limited Partners fail to do so then the selling Limited Partners may by delivering a written notice to the purchasing Limited Partners and the Accountant within 10 clear days from the date which is 7 clear days after the Failed Closing, elect to: (a) retain the deposit together with all interest accrued thereon, in which event the Accountant shall forthwith deliver the deposit and interest to the selling Limited Partners and the agreement of purchase and sale shall be of no further force and effect and all parties thereto shall be relieved and forever absolutely discharged from any further obligations to perform and liability thereunder or by virtue thereof; or (b) purchase the Partnership Interests owned by the purchasing Limited Partners at 85% of the purchase price agreed to be paid by the purchasing Limited Partners and the provisions of this Agreement respecting such transaction of purchase and sale shall govern, mutatis mutandis, on the basis the purchasing Limited Partners have become bound to sell the Partnership Interests owned by them and the selling Limited Partners have become bound to purchase the same on the date of delivery of the notice of election (provided for above). If no such notice of election is delivered by the selling Limited Partners prior to the expiry of the said period of 10 clear days then the selling Limited Partners shall be deemed to have elected to retain the deposit and interest pursuant to Section 12.07(a). If the election described in Section 12.07(a) is made or deemed to be made then the Accountant shall, if it has not already, forthwith disburse the deposit received by it from the purchasing Limited Partners together with all interest accrued thereon, to the selling Limited Partners, accordingly. Each of the Limited Partners acknowledges that the Accountant is bound to comply with any order, judgement or other directive of a court of competent jurisdiction affecting the deposits. The Limited Partners agree to jointly and severally indemnify and save harmless the Accountant against and to forthwith upon demand pay to the Accountant the amount of any and all liabiliti...
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Related to Failure to Close

  • 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.

  • Data Breach means the unauthorized access by an unauthorized person that results in the use, disclosure or theft of Customer Data.

  • Data Breaches Party shall report to AHS, though its Chief Information Officer (CIO), any impermissible use or disclosure that compromises the security, confidentiality or privacy of any form of protected personal information identified above within 24 hours of the discovery of the breach. Party shall in addition comply with any other data breach notification requirements required under federal or state law.

  • Persistent Breach means a Default which has occurred on three or more separate occasions with a continuous period of six (6) months.

  • Seller Default has the meaning set forth in Section 12.1.

  • Buyer Default refers to nonpayment of the Xxxxxxx Money in accordance with the provisions of this Agreement (including nonpayment or dishonor of any check delivered for the Xxxxxxx Money) and/or the failure of this transaction to close due to nonperformance, breach and/or default with respect to the Buyer’s obligation(s) under this Agreement. In the event of a Buyer Default, the following provisions shall apply:

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

  • 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

  • Purchaser Default has the meaning set forth in Section 11.2(a).

  • 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.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Failure has the meaning set forth in Section 2.4.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Remedy a Violation means to bring the structure or other development into compliance with state and community floodplain management regulations, or, if this is not possible, to reduce the impacts of its noncompliance. Ways that impacts may be reduced include protecting the structure or other affected development from flood damages, implementing the enforcement provisions of the ordinance or otherwise deterring future similar violations, or reducing federal financial exposure with regard to the structure or other development.

  • Persistent Failure means any two (2) or more failures by the Supplier in any rolling period of twelve (12) months to comply with obligations in respect of the Contract Services under the Contract;

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Conditions Precedent shall have the meaning set forth in Clause 4.2.

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

  • 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 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.

  • 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)

  • Due Diligence Request means the due diligence request letter from Xxxxxxx and Xxxxxx LLP, counsel to the Purchaser, dated March 6, 2024.

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Epidemic Failure means a series of repeating failures or defects resulting in at least a 0.5% failure rate for the same Product or Material during any twelve-month period.

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Major Breach means a breach of: