Failure to Achieve Sample Clauses

Failure to Achieve a Majority if there is more than one Managing Member. In the event there is at any time more than one Managing Member, and in the event of the failure of the Managing Members to achieve a majority vote with respect to the exercise of the right to vote the Contributed Shares with respect to any proposal submitted to a shareholder vote, the Managing Members shall promptly notify all Members of the proposal. The Managing Members shall thereupon vote all Contributed Shares held hereunder with respect to each such proposal as directed by the affirmative vote of Members holding Membership Certificates representing no less than a majority of the voting power of the Units at the time.
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Failure to Achieve. Final Acceptance Final Acceptance of the Work is essential to the County and the time limits as identified by the County are of the essence. The County will incur serious and substantial damages if Final Acceptance of the Work does not occur as the County requires.”
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Failure to Achieve. SONY shall diligently seek to comply with its obligations under Section 2.2 but subject thereto shall have no liability if it fails to complete successfully all or any of the phases of the work required by the Development Plan.
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Failure to Achieve. Act Minimum Investment 14 Section 3.23 Failure to Achieve the NPV FILOT Minimum Investment Requirement 14 Section 4.1 Notices 14 Section 4.2 Binding Effect 15 Section 4.3 Counterparts; Electronic Signatures 15 Section 4.4 Governing Law 15 Section 4.5 Headings 15 Section 4.6 Amendments 16 Section 4.7 Further Assurance 16 Section 4.8 Severability 16 Section 4.9 Limited Obligation 16
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Failure to Achieve. Full Commercial Operation Date by the Long Stop Full Commercial Operation Date: If the Full Commercial Operation Date has not occurred by the Long Stop Full Commercial Date for reasons within the control of the seller, the Purchaser may demand payment in full under the Construction Security in accordance with the provisions of Clause 3.3(c) and serve notice of termination of this Agreement, such notice to take immediate effect and such termination shall be subject to the provisions of Clause 13.
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Failure to Achieve. Financial Close under a Section P3 Agreement Due to MDOT or MDTA (a) If Section 11.9 (Failure to Achieve Financial Close under Section P3 Agreement Due to M DOT or MDTA) applies, MDOT shall, by notice to the Phase Developer, remove that Section and all other Sections that have not been submitted to MDOT under a Committed Section Proposal from the scope of this Agreement. (b) If one or more Sections are removed from the scope of this Agreement in accordance with S ection 27.6(a): (i) MDOT shall pay the Phase Developer an amount equal to: (A) subject to S ection 27.6(c), the Allowed Costs incurred by the Phase Developer or any Section Developer that are directly attributable to any Section in Phase South and that have not previously been reimbursed and that are not recoverable under any Section P3 Agreement, up to the Predevelopment Cost Cap for Phase South; and (B) subject to S ection 27.6(d), the Allowed Costs incurred by the Phase Developer or any Section Developer that are directly attributable to any Section in Phase North and that have not previously been reimbursed and that are not recoverable under any Section P3 Agreement, up to the Predevelopment Cost Cap for Phase North; and (ii) the Phase Developer will be released from its obligation to pay any Development Rights Fees that are not already due and payable and MDOT shall return the Development Rights Fee Security to the Phase Developer. (c) The maximum aggregate amount payable under Section 27.6(b)(i)(A) and under all Section P3 Agreements relating to Sections in Phase South that are terminated for failure to achieve Financial Close will be the Phase South Termination Cap. (d) The maximum aggregate amount payable under Section 27.6(b)(i)(B) and under all Section P3 Agreements relating to Sections in Phase North that are terminated for failure to achieve Financial Close will be the Phase North Termination Cap.
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Failure to Achieve. FULL COMMERCIAL OPERATION DATE BY REQUIRED FULL COMMERCIAL OPERATION DATE: If the Full Commercial Operation Date has not occurred by the Required Full Commercial Operation Date (otherwise than due to Force Majeure of default by KPLC) then: (a) for each day occurring after the date which is 14 (fourteen) days after the Required Full Commercial Operation Date and before the Full Commercial Operation Date the Seller shall pay monthly, in arrears, to KPLC the Daily Liquidated Damages Sum up to a total aggregate sum of three million United States Dollars (US$3,000,000); and (b) the Seller shall have no further liability to KPLC in respect of such delay and payment by the Seller to KPLC under this Clause 6.7 shall constitute KPLC's sole and exclusive remedy for the Seller's failure to achieve the Required Full Commercial Operation Date.
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Related to Failure to Achieve

  • Failure to Act Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

  • Failure to Notify If Contractor fails to specify in writing any problem or circumstance that materially affects the costs of its delivery of services or products, including a material breach by the Department, about which Contractor knew or reasonably should have known with respect to the period during the term covered by Contractor's status report, Contractor shall not be entitled to rely upon such problem or circumstance as a purported justification for an increase in the price for the agreed upon scope.

  • Failure to Return Failure of the employee to return pursuant to the date determined in this Section will constitute grounds for termination by the School District unless the School District and the employee mutually agree to an extension of the leave.

  • Failure to Defend If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

  • Failure to Act Not a Defense The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.