Failure of Consideration Sample Clauses

Failure of Consideration. You acknowledge and agree that your obligations under paragraphs 7, 8, 9, and 10 are material inducements for, and a substantial portion of, the consideration for the Company agreeing to pay and provide you with the benefits described in paragraphs 2 and 4 and that such obligations restate and continue valid, binding and existing obligations under the Employment Agreement. You further acknowledge and agree that the Company would be irreparably injured by a violation by you of paragraphs 7, 8, 9, and/or 10, and that in the event of any breach or threatened breach by you of paragraphs 7, 8, 9, and/or 10, (i) you shall not be entitled to receive the benefits described in paragraphs 2 and 4, and (ii) if, and to the extent, such breach or threatened breach occurs after you have received all or any portion of the benefits described in paragraphs 2 and 4, you agree that the Company will be entitled to enjoin any such breach or threshold breach and you agree to immediately return such benefits to the Company, not as a penalty or forfeiture, and the Company shall, in addition to any other legal and equitable remedies available to it, be entitled to recover such benefits from you not as a penalty or forfeiture, plus attorneys fees and other costs incurred by the Company in obtaining such relief.
Sample 1
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Failure of Consideration. 35. The Defendants submitted that there was a failure of consideration on the part of the Claimant as it knew or was negligent in not knowing that the promissory notes were just part of the larger loan facility needed to complete the “Xxxxxx Heights” Towers Project.
Sample 1
Failure of Consideration. You acknowledge and agree that your obligations under paragraphs 6, 7, 9, 10, 11, and 12 are material inducements for, and a substantial portion of, the consideration for the Company agreeing to pay and provide you with the Special Consideration described in paragraph 3. You further acknowledge and agree that the Company would be irreparably injured by a violation by you of paragraphs 6, 7, 9, 10, 11, and/or 12, and that in the event of any breach or threatened breach by you of paragraphs 6, 7, 9, 10, 11, and/or 12, (i) you shall not be entitled to receive the Special Consideration described in paragraph 3, and (ii) if, and to the extent, such breach or threatened breach occurs after you have received all or any portion of the Special Consideration described in paragraph 3, you agree that the Company will be entitled to enjoin any such breach or threshold breach and you agree to immediately return the Special Consideration to the Company, not as a penalty or forfeiture, and the Company shall, in addition to any other legal and equitable remedies available to it, be entitled to recover the Special Consideration from you not as a penalty or forfeiture, plus attorneys fees and other costs incurred by the Company in obtaining such relief.
Sample 1
Failure of Consideration. In the event that (i) the assignment of the Reliant Receivables to the California Parties as provided for under Sections 4.1.1 and 4.2.1 or assignment of the Assigned Assets as provided for under Section 4.3 fails as a result a breach by Reliant of its representations and warranties set forth in Section 11.1 and/or Section 11.2 and/or Section 11.4; (ii) the Reliant Receivables or any other rights to payment assigned pursuant hereto fail to transfer to the California Parties, pursuant to Sections 4.2.3, 4.3 and 6.3, free and clear of all liens, claims, encumbrances and interests of any kind whatsoever; (iii) the cash transfers required of Reliant pursuant to Sections 4.1.3, 4.1.4 and 4.2.6 are not timely made, in whole or in part, as required by this Agreement; or (iv) any Reliant Party takes any of the following actions, or any of the following actions are taken against any Reliant Party, and that action is reasonably likely to have a material adverse effect on the ability of the other Reliant Parties to perform fully and timely their obligations under this Agreement: (a) it commences a voluntary case, or an involuntary case is commenced against it and not dismissed within thirty (30) days thereafter, within the meaning of the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), (b) it consents to the appointment of a custodian of it or for all or substantially all of its property, or (c) it makes a general assignment for the benefit of its creditors, then the California Parties may at their option, subject to the Reliant Parties’ cure rights set forth below, terminate this Agreement in writing in its entirety ab initio except as to the tolling provisions of this Agreement and the other provision of this Agreement identified in Section 2.7, i.e., as though the Settlement Effective Date had never occurred. All notices of termination delivered pursuant to this Section 4.6 shall be in writing and addressed to the Reliant Parties in accordance with the notice provisions set forth herein, and clearly state the grounds for termination, the identity of any Reliant Parties as to which clause (iv) above applies (if applicable), and the date on and after which such termination shall be effective. If the grounds for termination include clause (i) and/or (ii) and/or (iii) above and one or more of the Reliant Parties completely cures all defaults under those clauses that are identified in the California Parties’ notice of termination within five (5) Business Days a...
Sample 1
Failure of Consideration. Executive acknowledges and agrees that his obligations under paragraphs 9 and 10 are material inducements for, and a substantial portion of, the consideration for the Company agreeing to pay and provide Executive with the benefits described in paragraphs 3 and 4. Executive further acknowledges and agrees that the Company would be irreparably injured by a violation by Executive of paragraphs 9 and/or 10, and that in the event of any breach or threatened breach by Executive of paragraphs 9 and/or 10, (a) Executive will not be entitled to receive the benefits described in paragraphs 3 and 4, and (b) if, and to the extent, such breach or threatened breach occurs after Executive has received all or any portion of the benefits described in paragraphs 3 and 4, Executive agrees that the Company will be entitled to enjoin any such breach or threshold breach and Executive agrees to immediately return such benefits to the Company, not as a penalty or forfeiture, and the Company will, in addition to any other legal and equitable remedies available to it, be entitled to recover such benefits from Executive not as a penalty or forfeiture, plus attorneys’ fees and other costs incurred by the Company in obtaining such relief.
Sample 1
Failure of Consideration. In the event that (i) the assignment of the Reliant Receivables to the California Parties as provided for under Sections 4.1.1 and
Sample 1
Failure of Consideration. (a) In the event the Investor fails to provide any of the Research Funding other than as a result of an Event of Default and such failure continues for a period of 30 days, the Company may, by written notice delivered to the Investor, accelerate and declare due and payable the remaining Research Funding. In the event the Investor does not provide the Company with the remaining Research Funding within 15 days after receipt of notice from the Company, (i) the Investor shall surrender to the Company a number of the Preferred Shares equal to the product of 1,200,000 and a fraction, the numerator of which is the aggregate amount of the payments of the Research Funding that have not been made and the denominator of which is $1,200,000 and (ii) the provisions of Sections 6.4, 6.7 and 6.9(b) of this Agreement, Sections 2.2 and 6 of the Stockholders' Agreement and Section 1 of the Registration Rights Agreement shall be deemed null and void, and the Investor shall consent to the filing with the Secretary of State of Delaware of an amendment to the Amended Certificate which removes the redemption rights contained in Article FOURTH, Section 3 of the Amended Certificate, and the special voting rights contained in Article FOURTH, Sections 5(b) (ii) and (iv) of the Amended Certificate, (iii) the Investor shall no longer be required to provide the R&D Loan, (iv) the Investor shall thereafter be entitled to appoint only one director to the Company's Board of Directors pursuant to Section 2.1(a) of the Stockholder's Agreement, (v) JHU shall have the right to appoint a majority of the Company's Board of Directors and (vi) the Investor shall surrender and assign the Stock Purchase Warrant to the Company. The foregoing remedies shall be the sole remedies of the Company in the event the Investor fails to make any payment required under Section 2.2 (b).
Sample 1
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Failure of Consideration. The terms and conditions set forth in Sections
Sample 1

Related to Failure of Consideration

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. Sl. No. Details Amount (Rs) 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) WITNESSES:

  • Payment of Consideration The Purchaser shall, following receipt of the Final Order and immediately prior to the Effective Time, provide (i) the Depositary with sufficient funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, acting reasonably) to satisfy the aggregate Consideration payable to the Shareholders, and (ii) the Company with the Funding Loan to satisfy the required payments under the Arrangement to the holders of Options, all as provided in the Plan of Arrangement.

  • Delivery of Consideration 6 3.1 Stockholders' Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Stockholders' Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Adequacy of Consideration Executive acknowledges and agrees that Executive has received adequate consideration from United HealthCare to enter into this Agreement.

  • Calculation of Consideration Received If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined in good faith by the Board of Directors of the Company.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $9,580,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

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