Closing Condition Failure definition

Closing Condition Failure means any Mutual Closing Condition Failure, Purchaser Closing Condition Failure, or Seller Closing Condition Failure which has not been waived by the applicable Party.
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Examples of Closing Condition Failure in a sentence

  • If Purchaser terminates this Agreement pursuant to clause (i) above and if such termination is by reason of a Purchaser’s Closing Condition Failure which was within the control or discretion of Seller, then Seller shall reimburse Purchaser for all out-of-pocket expenses reasonably incurred by Purchaser in connection with the transactions contemplated by this Agreement.

  • However, if Seller fails to cure the applicable Seller Default or Purchaser Closing Condition Failure by the last day of the Seller Cure Period, Purchaser may exercise its remedies under clauses (a) or (c) of Section 13.1 on the next Business Day following the last day of the Seller Cure Period.

  • If Seller exercises its right pursuant to this Section XIII.B to cure a Seller Default or Purchaser Closing Condition Failure by providing an indemnification to the Purchaser Indemnitees, then Seller shall maintain an aggregate net worth equal to or greater than Five Million and no/100 Dollars ($5,000,000.00) until the expiration of such indemnification (with the expiration of such indemnification to be reasonably agreed to by the Parties).

  • In the event that Seller shall be unable to remedy and remove such Seller Caused Closing Condition Failure within such thirty (30) day period (time being of the essence), Purchaser shall have the right in its sole discretion to terminate this Agreement by providing written notice of such termination to the Seller and the Termination Provisions shall apply, and in such case, Seller shall not be responsible for Purchaser’s Cost Reimbursement.

  • For the avoidance of doubt, if the Seller is unable to obtain a satisfactory Termination Agreement with BBB, this shall be deemed a Seller Caused Closing Condition Failure and not a Seller’s Default, and, therefore, Seller shall not be responsible for Purchaser’s Cost Reimbursement.

  • If such Purchaser’s Closing Condition Failure results from a Purchaser’s Default of its representations, warranties, covenants and/or obligations hereunder or was otherwise directly caused by Purchaser, Seller shall have the rights set forth in Section 10.2.

  • If Purchaser obtains an Updated Survey and the Closing does not occur for any reason other than a Purchaser Default or as result of a Seller Closing Condition Failure, Seller shall under no circumstances be entitled to receive a copy of such Updated Survey unless Seller has reimbursed Purchaser for the cost thereof.

  • Without limiting the obligations of the Parties under Section VIII.C.1, the Parties do hereby specifically acknowledge and agree that to the extent the Liquor Licenses are not transferable or have not been effectively transferred to Purchaser on the Closing Date, such failure shall not constitute a Purchaser Closing Condition Failure, shall not affect in any manner whatsoever the Closing, and the Closing shall proceed without any delay or interruption whatsoever.

Related to Closing Condition Failure

  • Transaction Failure means the failure to consummate a Business Combination within 18 months of the Effective Date (or 24 months after the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Transaction Failure Date means the 18-month anniversary of the Effective Date (or the 24 month anniversary of the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • GEP Failure means Seller’s failure to produce Delivered Energy in an amount equal to or greater than the Guaranteed Energy Production amount for the applicable Performance Measurement Period.

  • MI Failure means when an MI report: a) contains any material errors or material omissions or a missing mandatory field; or b) is submitted using an incorrect MI reporting Template; or c) is not submitted by the reporting date(including where a Nil Return should have been filed);

  • Conversion Failure shall have the meaning set forth in Section (3)(b)(ii).