Fundamental Failure definition

Fundamental Failure means that the Fund (or any other ------------------- investment vehicle capable, legally and operationally, of pursuing the investment objectives of the Fund, subject in all respects, including scope and nature of the investment objectives, to the constraints on real estate investment trust income imposed by the Code, and with the Managing Directors and S/S having no less economic remuneration, including rights to disbursements and fees, managerial control and autonomy as provided under the Company Operating Agreement), has not been organized and capitalized with at least $300 million of legally binding equity capital commitments from institutional investors and/or Reckson Services, RA, the Operating Partnership, or their Affiliates, prior to the first anniversary of the Effective Date.
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Fundamental Failure shall have the meaning ascribed to it in Section 12.1(a).
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Fundamental Failure has the meaning specified in the Employment Agreements.
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Examples of Fundamental Failure in a sentence

  • Even if overall trends indicate increased productivity of cultivated land, it does not provide sufficient grounds to defy EISA’s mandate that all crops and crop residue used for renewable fuels come from land that meets EISA’s land use restrictions.4. Having a Fall-back Plan Does Not Undo the Fundamental Failure of Aggregate Compliance to Enforce EISA’s Clear Terms.

  • Upon the occurrence of a Fundamental Failure, all obligations of the Executive to the Company under this Agreement shall terminate in their entirety.

  • The initial business plan (‘‘Business Plan’’) attached as Exhibit One covers the first five years of the Company’s proposed operations and identifies the items that (i) the Members deem to be critical to the Company’s success (a ‘‘Critical Target’’) and (ii) if not met, will give one or both Members the rights described in Section 7.2(a) (Fundamental Failure).

  • Schooner, Fear of Oversight: The Fundamental Failure of Businesslike Gov- ernment, 50 AM.

  • Schooner, “Fear of Oversight: The Fundamental Failure Of Businesslike Government,” 50 Am. Univ.

  • The Model JV Agreement follows this common practice and stipulates remedies for breaches of representations that are equivalent to those provided for breaches of warranties (see Attachment 1.1 (definition of ‘‘Breach’’) and Section 7.2 (Fundamental Failure), and Article 14 (Indemnification)).

  • Promptly after a Fundamental Failure has occurred, Contractor shall provide Owner with written notice thereof.

  • Schooner, Fear of Oversight: The Fundamental Failure of Businesslike Government, 59 AM.

  • Contractor and Owner shall cooperate in addressing any issues that may result in a Fundamental Failure and in remedying and mitigating any Fundamental Failure.

  • Human beings are always ends in themselves and never only means to another end.


More Definitions of Fundamental Failure

Fundamental Failure shall have the meaning set forth in Schedule A.
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Fundamental Failure has the meaning ascribed in Section 2.4.
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Fundamental Failure has the meaning given in subclause 9.24;
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Related to Fundamental Failure

  • 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).

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • 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.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • 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);

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

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

  • Fundamental Reps means the representations and warranties set forth in (i) Section 2.1 (Organization, Standing and Power), (ii) Section 2.2(a) (Authority), (iii) Section 2.10 (Brokers), (iv) Section 2.11 (Title to Transferred Assets), (v) Section 3.1 (Organization, Standing and Power), (vi) Section 3.2(a) (Authority) and (vii) Section 3.4 (Brokers).

  • 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.

  • 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).

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

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Equity Conditions Failure means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).

  • 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.

  • Fundamental Change Purchase Price has the meaning specified in Section 3.01(a).

  • Fundamental Change Purchase Date has the meaning specified in Section 3.01(a).

  • 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.

  • Registration Failure means that (A) the Company fails to file with the SEC on or before the Filing Deadline (as defined in the Registration Rights Agreement) any Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, (B) the Company fails to use its best efforts to obtain effectiveness with the SEC, prior to the Registration Deadline (as defined in the Registration Rights Agreement), of any Registration Statement (as defined in the Registration Rights Agreement) that is required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, or fails to use its best efforts to keep each such Registration Statement current and effective as required in Section 3 of the Registration Rights Agreement, (C) the Company fails to file any additional Registration Statement required to be filed pursuant to Section 2(a)(ii) of the Registration Rights Agreement on or before the Additional Filing Deadline or fails to use its best efforts to cause such additional Registration Statement to become effective on or before the Additional Registration Deadline, (D) the Company fails to file any amendment to any Registration Statement, or any additional Registration Statement required to be filed pursuant to Section 3(b) of the Registration Rights Agreement within thirty (30) days of the applicable Registration Trigger Date (as defined in the Registration Rights Agreement), or fails to use its best efforts to cause such amendment and/or new Registration Statement to become effective within ninety (90) days of the applicable Registration Trigger Date, (E) any Registration Statement required to be filed under the Registration Rights Agreement, after its initial effectiveness and during the Registration Period (as defined in the Registration Rights Agreement), lapses in effect or sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot otherwise be made thereunder (whether by reason of the Company’s failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the Company’s failure to file and use its best efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration Statement required pursuant to Sections 2(a)(ii) or 3(b) of the Registration Rights Agreement, as applicable, or otherwise), or (F) the Company fails to provide a commercially reasonable written response to any comments to any Registration Statement submitted by the SEC within twenty five (25) days of the date that such SEC comments are received by the Company.

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.

  • Fundamental Change Notice has the meaning specified in Section 3.05(b).

  • Fundamental Change Expiration Time has the meaning specified in Section 3.02(a)(1) hereof.

  • Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

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

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.

  • Major Event means an event which is likely to pose a serious risk to public health in relation to medicinal products in more than one Member States. Such an event concerns a deadly threat or otherwise serious threat to health of biological, chemical, environmental or other origin or incident that can affect the supply or quality, safety, and efficacy of medicinal products. Such an event may lead to shortages of medicinal products in more than one Member State and necessitates urgent coordination at Union level in order to ensure a high level of human health protection.

  • Fundamental Representation has the meaning set forth in Section 9.1.