Defaulting Seller definition

Defaulting Seller has the meaning set forth in Section 11.10(c).
Sample 1Sample 2
Defaulting Seller has the meaning given in Clause 12.1(b);
Sample 1

Examples of Defaulting Seller in a sentence

  • Buy-In transaction(s) shall be recorded with SCCP as the “Buyer”, acting for and on behalf of the Defaulting Seller.

  • The Guarantor hereby waives any right which it may at any time have under the existing or future laws of Guernsey whether by virtue of the droit de discussion or otherwise to require that recourse be had to the assets of any other person before any claim is enforced against the Defaulting Seller in respect of the obligations assumed by the Guarantor under or in connection with the Guaranteed Obligations.

  • If Completion does not take place due to default by either Seller (the “ Defaulting Seller”): (i) the Deposit shall be returned to the Purchaser, and (ii) the Defaulting Seller shall pay RMB30 million (approximately S$5.9 million) to the Purchaser.

  • If Non-Completion is due to default by either Seller (the “ Defaulting Seller”): (i) the Deposit shall be returned to the Purchaser, and (ii) the Defaulting Seller shall pay RMB30 million (approximately S$5.9 million) to the Purchaser.

  • This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by a Defaulting Seller in respect of the Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part.

  • If for any reason the Shares are not delivered by or on behalf of any Seller (a "DEFAULTING SELLER") as provided herein (other than as a result of any termination of this Agreement pursuant to Section 10), such Defaulting Seller and the Company agree, jointly and severally, to reimburse the several Underwriters for all out-of-pocket expenses (including the fees and disbursements of counsel) incurred by them.

  • Inspect any items carefully before they are allowed into the office.

Related to Defaulting Seller

  • Defaulting Shareholder has the meaning set out in clause 16.7;

  • Defaulting Purchaser means any Related Committed Purchaser or LC Participant, as applicable, that (a) has failed to (i) perform its obligation to fund any portion of its Purchases or Participation Advances or (ii) pay over to the Administrator or any Purchaser any other amount within two Business Days of the date required to be funded or paid by it hereunder, unless, in the case of clause (i) above, such Related Committed Purchaser or LC Participant, as applicable, notifies the Administrator and the Seller in writing that such failure is the result of such Related Committed Purchaser’s or LC Participant’s, as applicable, good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Seller, the Administrator or any Purchaser in writing, or has made a public statement to the effect, that it does not intend to comply with any of its funding obligations under this Agreement or any other Transaction Document or generally under other agreements in which it commits or extends credit (unless such writing or public statement relates to such Related Committed Purchaser’s or LC Participant’s, as applicable, obligation to fund any portion of its Purchases or Participation Advances and states that such position is based on such Related Committed Purchaser’s or LC Participant’s, as applicable, good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied), (c) has failed, within three Business Days after written request by the Administrator or the Seller, to confirm in writing in a manner satisfactory to the Administrator and the Seller, that it will comply with the terms of this Agreement and the other Transaction Documents relating to its obligations to fund prospective Purchases and Participation Advances under this Agreement (provided that such Related Committed Purchaser or LC Participant, as applicable, shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Administrator and the Seller), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy or insolvency proceeding or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity; provided that, for the avoidance of doubt, a Related Committed Purchaser or LC Participant, as applicable, shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in such Related Committed Purchaser or LC Participant, as applicable, or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Related Committed Purchaser or LC Participant, as applicable, with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Related Committed Purchaser or LC Participant, as applicable (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Related Committed Purchaser or LC Participant, as applicable.

  • Defaulting Investor means any Investor that has (a) failed to make a payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder, (b) notified the Administrative Agent in writing that it does not intend to make any payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder or (c) become the subject of an Event of Bankruptcy.

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Defaulting Partner shall have the meaning set forth in Section 9.1.

  • Defaulting Party has the meaning specified in Section 6(a).

  • Defaulting Member the meaning set forth in Section 3.2(a).

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Non-Defaulting Party has the meaning specified in Section 6(a).

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • Defaulting Participant means a Participant which the Project Committee has declared to be in substantial breach of this Consortium Agreement or the PPP Allowance Agreement in accordance with Sections 3.5 and 6.5 of this Consortium Agreement;

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Non-Defaulting Member means a Member who is not a Defaulting Member.

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Drag-Along Right has the meaning set forth in Section 8.6(a).

  • Drag-Along Sale has the meaning set forth in Section 3.03(a).

  • Potential Defaulting Lender means, at any time, (i) any Lender with respect to which an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any Subsidiary of such Lender, or (ii) any Lender that has notified, or whose Lender Parent or a Subsidiary thereof has notified, the Administrative Agent, the Borrower or any LC Issuing Bank in writing, or has stated publicly, that it does not intend to comply with its funding obligations generally under other loan agreements, credit agreements and other similar agreements, unless such writing or statement states that such position is based on such Lender’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement). Any determination by the Administrative Agent that a Lender is a Potential Defaulting Lender under any of clauses (i) and (ii) above will be conclusive and binding absent manifest error, and such Lender will be deemed a Potential Defaulting Lender (subject to Section 2.19(f) hereof) upon notification of such determination by the Administrative Agent to the Borrower, the LC Issuing Banks and the Lenders.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Third Party Purchaser means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Common Shares or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Common Shares.

  • Defaulting Bank means, at any time, subject to Section 2.18(d), (i) any Bank that has failed for two or more consecutive Business Days to comply with its obligations under this Agreement to make available its ratable portion of a Borrowing (each, a “funding obligation”), unless such Bank has notified the Agent and a Borrower in writing that such failure is the result of such Bank’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing), (ii) any Bank that has notified the Agent or a Borrower in writing, or has stated publicly, that it does not intend to comply with its funding obligations hereunder, unless such writing or statement states that such position is based on such Bank’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement), (iii) any Bank that has, for three or more Business Days after written request of the Agent or a Borrower, failed to confirm in writing to the Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Bank shall cease to be a Defaulting Bank pursuant to this clause (iii) upon the Agent’s and the Borrowers’ receipt of such written confirmation), (iv) any Bank with respect to which a Bank Insolvency Event has occurred and is continuing with respect to such Bank or its Parent Company, or (v) any Bank that has become the subject of a Bail-In Action; provided that a Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in such Bank or its Parent Company by a Governmental Authority or an instrumentality thereof. Any determination by the Agent that a Bank is a Defaulting Bank under any of clauses (i) through (v) above will be conclusive and binding absent manifest error, and such Bank will be deemed to be a Defaulting Bank (subject to Section 2.18(d)) upon notification of such determination by the Agent to the Borrowers and the Banks. The Agent will promptly send to all parties hereto a copy of any notice to the Borrowers provided for in this definition.

  • Non-Defaulting Lender means, at any time, each Lender that is not a Defaulting Lender at such time.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.