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).

  • In the event Seller fails to deliver to ASPA any Quantity of Product to which ASPA is entitled in accordance with the terms of this Agreement and instead sells such Quantity of Product to which ASPA is entitled to a third party in violation of this Agreement, then Seller shall pay to ASPA the "Seller Failure Damages," which shall mean the positive difference, if any, between the Replacement Price and the Contract Price for the period of such Seller failure.

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

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

  • 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.

Related to Seller Failure

  • 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)

  • Supply Failure shall have the meaning set forth in Section 7.6.1.

  • 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.

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

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

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

  • Failure has the meaning set forth in Section 2.4.

  • 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.

  • Unconfirmed Servicing Defect With respect to any Reference Obligation, the existence of the following, as determined by Xxxxxxx Mac in its sole discretion, (a) there is a violation of the servicing guidelines and other requirements in the Xxxxxxx Mac Single Family Seller/Servicer Guide (the “Guide”, as modified by the terms of the related servicer’s contract, including any related terms of business (“TOBs”)); and (b) Xxxxxxx Mac has issued a notice of defect, repurchase letter or a repurchase alternative letter related to the servicing breach. For the avoidance of doubt, Reference Obligations with minor technical violations, which in each case Xxxxxxx Mac determines to be acceptable Reference Obligations, may not result in an Unconfirmed Servicing Defect.

  • 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.