Purchaser Closing Condition Failure definition

Purchaser Closing Condition Failure has the meaning set forth in Section 13.2.
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Purchaser Closing Condition Failure means the failure for any reason of one or more of the Purchaser Closing Conditions to have been satisfied at Closing.
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Examples of Purchaser Closing Condition Failure in a sentence

  • Without limiting the obligations of the Parties under Section VIII.C.1, the Parties do hereby specifically acknowledge and agree that to the extent the Liquor Licenses are not transferable or have not been effectively transferred to Purchaser on the Closing Date, such failure shall not constitute a Purchaser Closing Condition Failure, shall not affect in any manner whatsoever the Closing, and the Closing shall proceed without any delay or interruption whatsoever.

  • If Seller exercises its right pursuant to this Section XIII.B to cure a Seller Default or Purchaser Closing Condition Failure by providing an indemnification to the Purchaser Indemnitees, then Seller shall maintain an aggregate net worth equal to or greater than Five Million and no/100 Dollars ($5,000,000.00) until the expiration of such indemnification (with the expiration of such indemnification to be reasonably agreed to by the Parties).

  • However, if Seller fails to cure the applicable Seller Default or Purchaser Closing Condition Failure by the last day of the Seller Cure Period, Purchaser may exercise its remedies under clauses (a) or (c) of Section 13.1 on the next Business Day following the last day of the Seller Cure Period.

Related to Purchaser Closing Condition 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).

  • 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).

  • 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.

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

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Second Closing Date means the date of the Second Closing.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a valid Tender, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully Remarketed, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully Remarketed or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Purchaser Default has the meaning set forth in Section 12.2 (a).

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

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

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

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Closing Deadline means the date and time specified on the RFP Cover Page or any Addenda issued by TO LIVE, as the date and time by which Proponents must submit their Proposal;

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.