Fails to Deliver Sample Clauses

The "Fails to Deliver" clause defines the consequences and procedures that apply when one party does not fulfill its obligation to deliver goods, services, or payments as agreed in a contract. Typically, this clause outlines the steps the non-defaulting party can take, such as demanding performance, seeking compensation, or terminating the agreement. For example, if a supplier fails to deliver products by the specified date, the buyer may be entitled to claim damages or source the goods elsewhere. The core function of this clause is to allocate risk and provide a clear remedy in the event of non-performance, thereby protecting the interests of the parties and ensuring accountability.
Fails to Deliver. In the event (a) a “locate” was not obtained by your broker in connection with a sale for a short account notwithstanding your representation to the contrary, ▇▇ ▇▇▇▇▇▇ may buy the securities for your account and risk, and charge your account for all costs and expenses incurred by it and (b) you fail to make delivery of securities on a timely basis to enable ▇▇ ▇▇▇▇▇▇ to settle a sale for a long account, you shall pay to ▇▇ ▇▇▇▇▇▇ any losses, liability or expenses incurred by it.
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Fails to Deliver. In the case of the failure of the Client’s counterparty (or other appropriate party) to deliver the expected consideration as agreed, State Street will make available to the Client on ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ information regarding such failure to deliver.
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Related to Fails to Deliver

  • Failure to Deliver Applicable

  • Covenant to Deliver Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion.

  • Failure to Deliver Shares Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails to cause the delivery of the Shares when due, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor as liquidated damages for such failure and not as a penalty, an amount equal to five percent (5%) of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000.

  • Failure to Deliver Certificates If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

  • Other Deliveries At or prior to Closing, Parent shall have delivered to the Company (i) copies of resolutions and actions taken by Parent’s board of directors and stockholders in connection with the approval of this Agreement and the transactions contemplated hereunder, and (ii) such other documents or certificates as shall reasonably be required by the Company and its counsel in order to consummate the transactions contemplated hereunder.