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.
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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.
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Examples of Failure to Close in a sentence

  • 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.

  • All monies given as Xxxxxxx Money will be placed in the Trust/Escrow Account of Palmetto Auction & Realty, LLC Failure to Close: Should the Successful Purchaser fail to close the transaction in the stated allotted time, then any and all Xxxxxxx Money shall be retained and disbursed according to the contract between the Sellers and the Auction Company.

  • Unless otherwise provided in the notice, closure terminates all rights to continue the use the driveway approach for which the notice of closure has been issued.(5) Failure to Close Driveway.

  • Section 11 of the agreement, titled "Failure to Close," states that, in the event that the parties failed to close on the Property due to Seller's breach, First Buyer, at its option, may either elect to enforce the terms of the 2018 Purchase Agreement by action for specific performance, and/or exercise any other right or remedy available to it at law or in equity or terminate the agreement by notice to Seller and receive a refund of the earnest money plus reimbursement from Seller not to exceed$50,000.00.

  • Ongoing measures such as containerizing any waste residuals and minimizing the duration of the on-site storage of yard and land clearing debris helps prevent and control any potential vector issues.

  • 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.

  • Minding the Gap: Pan-Americanism's Highway, American Environmentalism, and Remembering the Failure to Close the Darién Gap.

  • Specifically we assumed that the 5% and 95% points of the prior for were 1 and 100, giving a LogNormal(2.30,1.40) specification.

  • Failure to Close due to lack of funds shall be considered default by Buyer.93 In the event this Agreement is contingent upon an appraisal (See Section 2.C. below), Buyer must order the appraisal94 and provide Seller with the name and telephone number of the appraisal company and proof that appraisal was ordered95 within five (5) days of the Binding Agreement Date.

  • Failure to Close: Should the Successful Purchaser fail to close the transaction in the stated allotted time, then any and all Xxxxxxx Money shall be retained and disbursed according to the contract between the Sellers and the Auction Company.


More Definitions of Failure to Close

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:
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Failure to Close is defined in Section 11.1 hereof.
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Failure to Close is defined in Section 10.1(c).
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Related to Failure to Close

  • 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.

  • Data Breach means the unauthorized access by an unauthorized person that results in the use, disclosure or theft of Customer Data.

  • Data Breaches Party shall report to AHS, though its Chief Information Officer (CIO), any impermissible use or disclosure that compromises the security, confidentiality or privacy of any form of protected personal information identified above within 24 hours of the discovery of the breach. Party shall in addition comply with any other data breach notification requirements required under federal or state law.

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

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

  • 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:

  • Breach Notice has the meaning specified in Section 8.2(a);

  • Breach means the acquisition, access, use, or disclosure of PHI in a manner not permitted 9 under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

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

  • Intentional Breach means, with respect to any agreement or covenant of a party in this Agreement, an action or omission taken or omitted to be taken by such party in material breach of such agreement or covenant that the breaching party intentionally takes (or fails to take) with actual knowledge that such action or omission would, or would reasonably be expected to, cause such material breach of such agreement or covenant.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Failure has the meaning set forth in Section 2.4.

  • 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.

  • Remedy a Violation means to bring the structure or other development into compliance with state and community floodplain management regulations, or, if this is not possible, to reduce the impacts of its noncompliance. Ways that impacts may be reduced include protecting the structure or other affected development from flood damages, implementing the enforcement provisions of the ordinance or otherwise deterring future similar violations, or reducing federal financial exposure with regard to the structure or other development.

  • 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;

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Conditions Precedent means the conditions precedent set out in clause 3 below;

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Intentional for purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the best interests of the Bank.

  • Breach of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Breach of system security means unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of sensitive personal information maintained by a person, including data that is encrypted if the person accessing the data has the key required to decrypt the data. Good faith acquisition of sensitive personal information by an employee or agent of the person for the purposes of the person is not a breach of system security unless the person uses or discloses the sensitive personal information in an unauthorized manner. Business and Commerce Code 521.053(a)

  • Due Diligence Request means the due diligence request letter from Xxxxxxx and Xxxxxx LLP, counsel to the Purchaser, dated March 6, 2024.

  • Closing Instrument means the closing instrument of the Trust, pursuant to which the Indenture is entered into, and certain other documents are executed, in connection with the issuance of the Notes by the Trust.

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • 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.

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.