Failure to Deliver Joint Instructions Sample Clauses

The 'Failure to Deliver Joint Instructions' clause defines the procedures and consequences when parties are required to provide joint instructions to a third party, such as an escrow agent or service provider, but fail to do so within a specified timeframe. Typically, this clause outlines what actions the third party may or must take in the absence of joint direction, such as suspending performance, holding funds, or following a default protocol. Its core practical function is to ensure that the process does not stall indefinitely due to lack of agreement between the parties, thereby providing certainty and a clear path forward in the event of deadlock.
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Failure to Deliver Joint Instructions. In the event that the Sellers’ Agent executes and delivers to the Escrow Agent joint instructions (executed by the Sellers’ Agent only) in accordance with Sections 5.12(a) and 5.12(b) within the time periods specified within those Sections, the Sellers’ Agent provides such instructions to Purchaser within 24 hours before the last date that is within such time periods, and Purchaser does not execute and deliver such instructions within such time periods, then: (i) Purchaser shall be deemed to have given its consent to the release to the Sellers’ Agent on behalf of (and for distribution by the Sellers’ Agent to) the Sellers, an amount equal to the Remaining Special Escrow Cash or Remaining General Escrow Cash, as the case may be, minus the Claimed Amount or Contested Amount, as the case may be (if any) (in each case, the “Release Amount”); and (ii) the Sellers’ Agent may cause the Escrow Agent to release the Release Amount on presentation of an instruction signed by the Sellers’ Agent together with a certificate duly executed by the Sellers’ Agent, detailing the Release Amount and confirming that there are no outstanding Claimed Amounts or Contested Amounts that Purchaser and the Sellers’ Agent would otherwise be required by the terms of this Agreement to instruct the Escrow Agent to deduct from the Release Amount.
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Related to Failure to Deliver Joint Instructions

  • 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.

  • 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.

  • DELIVERY INSTRUCTIONS 23.1 The Subscriber hereby directs the Company to deliver the Certificate evidencing the Shares to: (name) (address) 23.2 The Subscriber hereby directs the Company to cause the Shares to be registered on the books of the Company as follows:

  • Proper Instructions and Special Instructions “Proper Instructions,” which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

  • Suspension or Debarment Instructions Instructions for Certification 1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions.