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.

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.

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.

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

• 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.

• Termination for Failure to Close Financing If Developer fails to timely close financing and Developer’s failure to timely close financing is not excused, Developer will owe liquidated damages to TxDOT in a stated amount.

• 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.

• 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.

More Definitions of Failure to Close

Failure to Close is defined in Section 11.1 hereof.

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...

Failure to Close is defined in Section 10.1(c).