Transfer Failure Sample Clauses
The Transfer Failure clause defines the procedures and consequences if a transfer of rights, assets, or obligations does not occur as intended under the agreement. Typically, this clause outlines what constitutes a failure, the steps parties must take to remedy the situation, and any resulting liabilities or alternative arrangements, such as returning consideration or triggering backup provisions. Its core function is to provide a clear framework for addressing and resolving issues arising from unsuccessful transfers, thereby minimizing uncertainty and protecting the interests of both parties.
Transfer Failure. (a) A Transfer Failure occurs with respect to a Transfer Quantity if Transfer Completion for that Transfer Quantity is not reached within the time required under the CTA Procedures including by reason of the Transfer not passing Transfer Validation or the Transfer being cancelled due to systems failure, as provided for in the Capacity Transfer and Auction Timetable in the CTA Procedures.
(b) If a Transfer Failure occurs with respect to a Gas Day:
(i) the Delivering Participant must pay a Capacity Variance Amount in respect of the Capacity Variance Quantity as part of its Settlement Amount for the Billing Period that includes the Gas Day on which the failure occurred; and
(ii) the liability of the Delivering Participant under this agreement for that failure is limited to the amount of the payment reflected in the Capacity Variance Amount.
(c) If a Transfer Failure occurs with respect to a Gas Day:
(i) the Receiving Participant must pay a Capacity Variance Amount in respect of the Capacity Variance Quantity as part of its Settlement Amount for the Billing Period that includes the Gas Day on which the failure occurred; and
(ii) the liability of the Receiving Participant under this agreement for that failure is limited to the amount of the payment reflected in the Delivery Variance Amount.
(d) The Operator will determine the cause and extent of Transfer Failures using information provided by Facility Operators under the CTA Procedures.
(e) If a dispute arises as to the cause or extent of a Transfer Failure and is not resolved and the outcome notified to the Operator under clause 15.2 by the cutoff date prior to Final Statements for the relevant Billing Period, the Operator may settle on the basis of information provided to it by the Facility Operator under the CTA Procedures, subject to adjustment under clause 18 in a Revised Statement when the dispute is resolved or determined.
Transfer Failure. If for any reason (including, without limitation, Force Majeure) Seller fails to transfer to Buyer all or any Allowances on the transfer date, as agreed under a Transaction, Buyer is entitled:
(i) to suspend performance of its obligation to pay the agreed price for the default quantity of Allowances for the duration of ▇▇▇▇▇▇’s transfer failure; or
(ii) to terminate the Transaction by notice to Seller and demand within a one (1) business day:
(a) repayment by Seller of any sum pre-paid by Buyer by way of purchase price (each, a “Prepayment”); and
(b) where Seller’s failure is not a result of Force Majeure, payment by Seller of the product of (1) the positive difference (if any) between the current market price per Allowance (as reasonably determined by Buyer) and the Transaction price per Allowance and (2) the default quantity of Allowances, plus all reasonable costs and expenses incurred by Buyer as a result of such failure, including Buyer’s legal fees and costs arising from the enforcement of its rights under this Clause 7.1. Following its suspension under paragraph (i) above, ▇▇▇▇▇ is entitled to terminate the Transaction under paragraph (ii), provided Seller’s failure is continuing and has not been waived by Buyer.