Seller Failure definition

Seller Failure is defined in Section 3.6(a).
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Seller Failure means that the Closing shall not have occurred within the time period specified in clause (a) of Section 3 of this Agreement at a time when Buyer has notified Seller in writing that Buyer is, and Buyer is in fact, ready, willing and able to cause the Closing of the Contemplated Transactions; PROVIDED, HOWEVER, THAT a Seller Failure shall not be deemed to have occurred if each of the conditions specified in Section 10 of this Agreement has not been satisfied or waived (for purposes hereof, Closing Date transactions set forth in Section 4.2, 10.4 and 10.7 shall be deemed satisfied in the event that Buyer notifies Seller in writing that Buyer is, and Buyer is in fact, ready, willing and able to perform such transactions at the Closing).
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Seller Failure has the meaning set forth in Section 5.1.
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Examples of Seller Failure in a sentence

  • The Seller Failure Damages represent the sole and exclusive remedy for Seller's failure as described herein, except as provided in Section 6.1(h).

  • If the Replacement Price is less than the Contract Price, then the Seller Failure Damages are deemed to be zero (-0-) dollars.

  • If there is more than one qualified vendor in a year a lottery will occur.

  • As an example, the following table includes the most common non-compliances that generate customer compensations and their description: Delayed order due to failure to meet the preparation SLA Seller Failure to meet the obligation of timely delivery to the Customer due to delay in delivering the order to the courier by the Seller.

  • Notwithstanding anything set forth in this Agreement to the contrary, the maximum aggregate collective indemnification liability of the Sellers and the Principals under this Section 10 in connection with all First Level Capped Seller Failure of Representations and all Seller Failure of Covenants shall in no event exceed $7,500,000 in the aggregate.

  • ASPA shall calculate the Seller Failure Damages and shall provide to Seller an invoice for such amount, including a written statement explaining in reasonable detail the calculation of such amount.

  • Notwithstanding anything set forth in this Agreement to the contrary, the maximum aggregate collective indemnification liability of the Sellers and the Principals under this Section 10 in connection with all Second Level Capped Seller Failure of Representations shall in no event exceed $20,000,000 in the aggregate.

  • Seller shall pay the Seller Failure Damages not later than ten (10) days following its receipt of such an invoice from ASPA.

  • Notwithstanding anything to the contrary in this Agreement, (i) the Buyer may not terminate this Agreement following any Buyer Failure to Close and (ii) neither the Sellers, the Company, nor the Seller Representative may terminate this Agreement following any Seller Failure to Close.

  • Notwithstanding anything set forth in this Agreement to the contrary, neither Seller, Rampage Clothing, Rampage.com nor any Principal shall have any indemnification liabilitx xxxxx xxxs Section 11 to any Buyer Indemnified Party with respect to any Losses in connection with any Seller Failure of Representation or any Seller Failure of Covenant until the aggregate dollar amount of all such Losses indemnifiable hereunder exceeds $250,000 and then only to the extent such Losses exceed such $250,000 threshold.

Related to Seller Failure

  • 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);

  • 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;

  • 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).

  • Service Level Failure means a failure to perform the Software Support Services fully in compliance with the Support Service Level Requirements.

  • Service Failure means a failure by the Contractor to provide the Services in accordance with any individual service level described above (measured on a monthly/quarterly/annual basis)

  • 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.

  • Supply Failure shall have the meaning ascribed to it in Section 2.8.

  • 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.

  • Volume Failure means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less than $2,000,000 (as adjusted for any 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 such Volume Failure Measuring Period.

  • 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.

  • Consistent Failure means any of:

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

  • Technical Failure means a failure of the court's hardware, software, and/or telecommunications facility which results in the impossibility of submitting a file electronically. Technical failure does not include malfunctioning of the equipment of the person submitting an e-file.

  • Critical Service Failure shall have the meaning given in paragraph 5.4 of the Order Form;

  • 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).

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

  • Material Defect As defined in Section 2.02(c) hereof.

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

  • Customer Default has the meaning set out in clause 8.3.

  • Failure has the meaning set forth in Section 2.4.

  • 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:

  • Potential Failure to Pay means 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, without regard to any grace period or any conditions precedent to the commencement of any grace period applicable to such Obligations, in accordance with the terms of such Obligations at the time of such failure.

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

  • Reporting Failure has the meaning set forth in Section 2.4.

  • Listing Failure means the situation where the Bonds have not been listed on the corporate bond list of Nasdaq Stockholm (or any other Regulated Market) within sixty (60) calendar days after the Issue Date.

  • 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.