Transfer Failure definition
Examples of Transfer Failure in a sentence
Notwithstanding the foregoing, the Buyer Share Clawback shall not occur, the Seller shall have no obligation to deliver the Buyer Clawback Shares to the Buyer, and the Buyer Clawback Shares shall remain the sole property of the Seller or its applicable Affiliate, if the RTP Fab Transfer Failure is attributable, in whole or in part, to any breach by the Buyer of its obligations in this Agreement or any other Transaction Document, including the Buyer’s failure to execute the RTP Fab Bill of Sale.
For the purposes of this Clause 5, Loss means an amount that the Offtaker reasonably determines in good faith to be its total losses and costs in connection with a Transfer Failure or Revocation including any loss or cost incurred as a result of its terminating, liquidating, obtaining or re-establishing any related trading position (or any gain resulting from any of them), Loss shall not include the Offtaker's legal fees and out-of-pocket expenses.
With respect to Transfer Failure Claims, the indemnification obligations of the Seller Indemnifying Parties shall not in the aggregate exceed $10,000,000.00.
Where a Transfer Failure occurs otherwise than in circumstances described in Paragraphs 13.1 to 13.4 (including as a result of a failure or delay on the part of any Competent Authority or a Force Majeure), each Party shall use reasonable endeavours to rectify the Transfer Failure, and to transfer the relevant Benefit to the Supplier, as soon as is reasonably practicable in the circumstances.
Should the Seller know, or reasonably anticipate, at any point in time that there will be or has been a Production Failure or a Transfer Failure in respect of any given Year, then the Seller shall immediately give a notice to the Buyer advising the Buyer of this existing or anticipated failure.
Promptly upon the occurrence of the earlier of an Onshore Share Transfer Failure Event and the Onshore Share Transfer Longstop Date, the Borrower shall consummate the Offshore Share Transfer in accordance with the terms and conditions of the Offshore Share Purchase Agreement.
Any payments which result from Clause 7.1 (Generator default) or Clause 7.2 (Buyer default) shall be included in the Monthly Statement which is issued following the Transfer Failure Date.
If the Buyer is in breach of any of its obligations under Clause 6 (Obligations in respect of ROC and ▇▇▇▇ Transfers), and such breach results in a Transfer Failure, then [to be negotiated].
Any payments which result from Clause 6.1 shall be invoiced by the Buyer to the Seller and any payments which result from Clause 6.2 shall be invoiced by the Seller to the Buyer in either case as soon as reasonably practicable after the ▇▇▇▇ Transfer Failure Date (“the ▇▇▇▇ Transfer Failure Statement”) and shall be payable within [5] Banking Days of the date of receipt by the Buyer or the Seller as the case may be of the ▇▇▇▇ Transfer Failure Statement.
Except for Indemnified Tax Losses, with respect to Exceptional Purchaser Losses involving any Seller Fraud Losses, Seller Willful Breach Losses, Employee Plan Liabilities or the Retained Obligations (other than Transfer Failure Claims), the indemnification obligations of the Seller Indemnifying Parties shall not in the aggregate exceed the Purchase Price.