Failure of Seller Clause Samples

The 'Failure of Seller' clause defines the consequences and remedies available if the seller does not fulfill their contractual obligations. Typically, this clause outlines what constitutes a failure, such as not delivering goods on time or providing defective products, and specifies the steps the buyer can take, such as demanding performance, seeking damages, or terminating the contract. Its core function is to protect the buyer by clearly establishing the seller's responsibilities and the recourse available in the event of non-performance, thereby allocating risk and ensuring accountability.
Failure of Seller and Buyer to agree on whether direction is technical direction or a change within the purview of the Changes Article shall be a dispute under Article 17, Disputes/Claims. Any action taken by Seller in response to any direction that falls within the purview of the Changes Article, or that Seller claims to fall within the purview of the Changes Article, given by any person other than the Supply Chain Representative shall be at Seller's own risk.
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Failure of Seller or Buyer to insist upon the performance of any of the covenants, agreements and/or conditions of this Agreement or to exercise any right or privilege herein shall not be deemed a waiver of any such covenant, condition or right.
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Failure of Seller or Buyer to perform the contract shall not be construed as a breach of the contract if such failure to perform is caused by strikes, riot, terrorism, war or hostilities, embargoes, governmental actions, orders or emergency declarations, disease, viral outbreak, epidemic or pandemic, acts of God, fire, flood, tornado, earthquake, severe weather, wildfires or other contingencies beyond the reasonable control of the non- conforming party. The non-performing party shall give prompt written notice to the other party of the reason for its failure or inability to perform and the extent and expected duration of its inability to perform.
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Related to Failure of Seller

  • Failure of Third Parties The failure of any third party including: (a) any issuer of Investments or Book-Entry Agent or other agent of an issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an Investment Advisor, foreign custody manager or other agent of the Fund; or (d) failure of other third parties similarly beyond the control or choice of the Custodian.

  • Failure of Agreements Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Subsidiary thereof party thereto or any such Person shall so state in writing, or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on, or security interest in, any of the Collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof.

  • Failure of Conditions None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith and in a manner consistent with the terms of this Agreement.

  • Failure In the event the Company brings any action against Consultant for breach of this Agreement, Consultant’s entire liability to the Company shall not exceed the fees paid to Consultant hereunder. In no event shall Consultant be liable to the Company or any other party for any indirect, special or consequential damages, nor for any claim against the Company by any person or entity arising from or in any way related to this Agreement.

  • Failure of Condition If the conditions set forth in Section 12(a) (Conditions to Obligations of Seller) or the conditions set forth in Section 12(b) (Conditions to Obligations of Purchaser) are not satisfied or waived on or before the Closing Date by the party entitled to waive such condition, either party may, provided that such party is not then in material default under this Agreement, extend the Closing Date for a period not to exceed fifteen (15) days to allow such conditions set forth in Sections 12(a) (Conditions to Obligations of Seller) and 12(b) (Conditions to Obligations of Purchaser) to be satisfied, it being agreed that the inability of either party to satisfy a condition to Closing prior to the initial Closing Date shall not be considered a default by the party failing to satisfy such condition unless such inability results from the breach of such party’s express obligations hereunder, provided, however, that in no event shall Purchaser have the right to extend the Closing Date if Purchaser fails to satisfy the condition in Section 12(a)(ii) that Purchaser pay the Purchase Price on the scheduled Closing Date. If the conditions set forth in Section 12(a) (Conditions to Obligations of Seller) are not satisfied by the expiration of such 15-day period or if neither party elects such an extension, either party may terminate this Agreement by written notice to the other, and Seller shall, subject to Section 24(a) and Section 24(b), be entitled to the Deposit and/or to pursue its remedies set forth in Section 24(a) (Purchaser Defaults) hereof. If the conditions set forth in Section 12(b) (Conditions to Obligations of Purchaser) are not satisfied by the expiration of such 15-day period or if either party does not elect such extension, either party may terminate this Agreement by written notice to the other, and Purchaser shall, subject to Section 24(a), be entitled to receive a return of the Deposit.