Fails Sample Clauses

Fails. In the event that a purchaser shall fail to accept delivery of and make payment for a Certificated Note on the settlement date, the Presenting Agent will notify the Trustee and the Issuer by telephone, confirmed in writing. If the Certificated Note has been delivered to the Presenting Agent, as the Issuer's agent, the Presenting Agent will return such Certificated Note to the Trustee. If funds have been advanced by the Presenting Agent for the purchase of such Certificated Note, the Trustee will, immediately upon receipt of such Certificated Note, debit the account of the Issuer for the amount so advanced and the Issuer will refund the payment previously made by the Presenting Agent in immediately available funds. Such payment will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If such fail shall have occurred for any reason other than the failure of the Presenting Agent to provide the Purchase Information to the Trustee and the Issuer or to provide a confirmation to the purchaser, the Issuer will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Issuer. Immediately upon receipt of the Certificated Note in respect of which the fail occurred, the Trustee will cause the Security Registrar to make appropriate entries to reflect the fact that the Certificated Note was never issued and the Certificated Note will be canceled and disposed of as provided in the Indenture.
Fails. The Remarketing Agent will not be liable to the Authority, the Borrower, the Trustee, the Tender Agent, or the Bank on account of the failure of any person to whom the Remarketing Agent has sold a Bond to pay for such Bond or to deliver any document in respect of the sale. It is understood and agreed that the Remarketing Agent shall not be obligated to advance its own funds to purchase, or to effect the purchase of, any Bonds.
Fails. We will notify you if settlement of a Transaction fails to take place on the contractual settlement date, whether because of a default by a counterparty to that Transaction or otherwise.
Fails. If settlement of a Book-Entry Note is rescheduled or cancelled, the Issuer shall notify the Trustee, and upon receipt of such notice, the Trustee will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled settlement date. If the Trustee has not entered an SDFS deliver order with respect to a Book-Entry Note, then upon written request (which may be evidenced by telecopy transmission) of the Issuer, the Trustee shall deliver to DTC, through DTC's Participant Terminal System, as soon as practicable, but no later than 2:00 p.m. on any Business Day, a withdrawal message instructing DTC to debit such Note to the Trustee's participant account. DTC will process the withdrawal message, provided that the Trustee's participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee will mark such Global Note "cancelled," make appropriate entries in the Trustee's records and send such cancelled Global Note to the Issuer. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes, one of which shall represent such Book-Entry Note or Notes and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Presenting Distributor may enter an SDFS deliver order through DTC's Participant Terminal System debiting such Note to such Distributor's participant account and crediting such Note (free) to the participant account of the Trustee and shall notify the Trustee and the Issuer thereof. Thereafter, the Trust...
Fails. If settlement of a Book-Entry Note is rescheduled or canceled, the Issuer shall notify the Issuing and Paying Agent, and upon receipt of such notice, the Issuing and Paying Agent will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect no later than 2:00 p.m., New York City time, on the Market Day immediately preceding the scheduled settlement date. If the Agent or Issuing and Paying Agent has not entered an SDFS deliver order with respect to a Book-Entry Note, then upon written request (which may be evidenced by telecopy transmission) of the Issuer, the Issuing and Paying Agent shall deliver to DTC, through DTC's Participant Terminal System, as soon as practicable, but no later than 2:00 p.m. on any Market Day, a withdrawal message instructing DTC to debit such Note to the Issuing and Paying Agent's participant account contains a principal amount of the Global Note representing such Note that is at least equal to all the Book-Entry Notes represented by a Global Note, the Issuing and Paying Agent will mark such Global Note "canceled", make appropriate entries in the Issuing and Paying Agent's records and send such canceled Global Note to the Issuer. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Issuing and Paying Agent will exchange such Global Note for two Global Notes, one of which shall represent such Book-Entry Note or Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Presenting Underwriter may enter a deliver order through DTC's Participant Terminal System debiting such Note to the Presenting Underwriter's participant account and crediting such Note to the participant account of the Issuing and Paying Agent and shall notify the Issuing and Paying Agent and the Issuer thereof. Thereafter, the Issuing and Paying A...
Fails. In the event that a purchaser shall fail to accept delivery of and make payment for a Note on the settlement date, the Presenting Agent will notify the Trustee and the Issuer by telephone, confirmed in writing. If such Note has been delivered to the Presenting Agent, as the Issuer's agent, the Presenting Agent shall return such Note to the Trustee. If funds have been advanced by the Presenting Agent for the purchase of such Note, the Issuer will, immediately upon receipt of confirmation from the Trustee of receipt of such Note, debit its account for the amount so advanced and shall refund the payment previously made by the Presenting Agent in immediately available funds. Such payments will be made on the settlement date for such Note, if possible, and in any event not later than the Business Day following such settlement date. If any failure described in this paragraph shall have occurred for any reason other than the failure of the Presenting Agent to provide the Purchase Information to the Issuer or to provide a confirmation to the purchaser, the Issuer will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Issuer. Immediately upon receipt of the Note in respect of which the fail occurred, the Trustee will cause the Debt Security Registrar to make appropriate entries to reflect the fact that the Note was never issued and the Note will be cancelled and disposed of as provided in the Indenture. Agents' Addresses for Delivery of the Prospectus with the Pricing Supplement Name and Address of Agents PURCHASE AGREEMENT __________, 199_ Piedmont Natural Gas Company, Inc. 1915 Rexford Road Charlotte, North Carolina 28211 Attention: Ted C. Coble, Vice President and Treasurer The undersigned agrees to purchase the following principal amount of the Securities described in the Agency Agreement dated ____________, 1997 (the "Agency Agreement"): Principal Amount $ -------------------- Interest Rate % ---- Maturity Date -------------------- Discount % of Principal Amount ----- Price to be paid to Issuer (in immediately available funds) $ -------------------- Commission to Agent $ -------------------- Settlement Date , 199_ -------------------- Except as otherwise expressly provided herein, all terms used herein which are defined in the Agency Agreement shall have the same meanings as in the Agency Agreement. The terms Agent and Agents, as used in the Agency Agreement, sh...
Fails. On November 15, 2002, we executed a letter of intent to acquire Pannonian International, Ltd., ("Pannonian") a Colorado corporation, solely for shares of our common stock. Thomas G. Fails became one of our directors on November 13, 2002 and resigned March 2, 2004. Mr. Fails is the president and a director of Pannonian. At November 30, 2002, Pannonian owed us $25,000 for advances made in contemplation of the acquisition transaction. We completed the acquisition of Pannonian on June 2, 2003, by issuing 1,951,241 shares. At November 30, 2003 and July 31, 2004, we, through Pannonian, owed Thomas G. Fails and his company $139,843 and $74,879, respectively, for amounts paid by him for the benefit of Pannonian and/or advanced to Pannonian. Interest accrues at 6-1/2% per annum as to the principal amount of $39,949 at July 31, 2004. Pannonian shares office space with Mr. Fails and is charged a proportionate share of the office rent and other expenses. HARBOR PETROLEUM, LLC. From May 2002 through November 30,2003, Dolphin Energy advanced funds to Harbor Petroleum, LLC ("Harbor") for the purposes of acquiring oil, gas and mineral interest leases in Rusk and Nacogdoches Counties, Texas. Harbor is 50%-owned and managed by Cecil Gritz, our chief operating officer and one of our directors. A non-affiliated third party owns the remaining 50% of Harbor. During the years ended November 30, 2003 and 2002, we incurred total costs with Harbor of $344,294 and $355,817, respectively. Of those amounts, $254,084 in 2003 and $266,617 in 2002 were for reimbursement of costs incurred by Harbor to acquire oil and gas leases, and $90,210 in 2003 and $89,200 in 2002 represented consulting fees and expenses from Harbor. During the fiscal year ended November 30, 2003 and for the eight months ended July 31, 2004, we paid Harbor $13,900 and $69,833 respectively for Mr. Gritz's services as our chief operating officer. At November 30, 2003, $4,375, was owed to Harbor for Mr. Gritz's services and expense reimbursement. Mr. Gritz is being paid as a consultant through Harbor for his personal tax reasons. As such, Harbor is responsible for payroll and withholding taxes. FLORIDA ENERGY, INC./STEPHEN E. BRUNER. As of November 30, 2003, leases in Texas covering approximately 2,780 acres had been acquired jointly by Harbor and by Florida Energy, Inc. ("Florida"). Florida is owned and controlled by Stephen E. Bruner, the brother of Marc A. Bruner, our controlling shareholder, and the uncle of Marc E. ...
Fails. In the event that a purchaser shall fail to accept delivery of and make payment for a Note on the settlement date, the Presenting Agent will notify the Trustee and the Issuer by telephone, confirmed in writing. If such Note has been delivered to the Presenting Agent, as the Issuer's agent, the Presenting Agent shall return such Note to the Trustee. If funds have been advanced by the Presenting Agent for the purchase of such Note, the Issuer will, immediately upon receipt of confirmation from the Trustee of receipt of such Note, debit its account for the amount so advanced and shall refund the payment previously made by the Presenting Agent in immediately available funds. Such payments will be made on the settlement date for such Note, if possible, and in any event not later than the Business Day following such settlement date. If any failure described in this paragraph shall have occurred for any reason other than the failure of the Presenting Agent to provide the Purchase Information to the Issuer or to provide a confirmation to the purchaser, the Issuer will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Issuer. Immediately upon receipt of the Note in respect of which the fail occurred, the Trustee will cause the Debt Security Registrar to make appropriate entries to reflect the fact that the Note was never issued and the Note will be cancelled and disposed of as provided in the Indenture. ANNEX A Agents' Addresses for Delivery of the Prospectus with the Pricing Supplement Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, NY 10080 Attention: [__________] SunTrust Capital Markets, Inc. 303 Peachtree Street, 23rd Floor Atlanta, GA 30308 Attention: [__________] BB&T Capital Markets, a division of Scott & Stringfellow, Inc. [_____________________] Attention: [__________] Davenport & Company LLC [_____________________] Attention: [___________] Edward D. Jones & Co., L.P. [_____________________] Attention: [___________] Janney Montgomery Scott LLC [_____________________] Attention: [___________] EXHIBIT C PURCHASE AGREEMENT _________, 200_ Piedmont Natural Gas Company, Inc. 1915 Rexford Road Charlotte, North Carolina 28211 Attention: Robert O. Pritchard, Treasurer The undersigned agrees to purchase the following principal amount of the Securities described in the Agency Agreement dated _________, 200_ (the "Agency Agreement...

Related to Fails

Inability to Pay Debts Any Loan Party or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due; or
Failure to Elect If no election as to the Class of a Syndicated Borrowing is specified, then the requested Syndicated Borrowing shall be deemed to be under the Multicurrency Commitments. If no election as to the Currency of a Syndicated Borrowing is specified, then the requested Syndicated Borrowing shall be denominated in Dollars. If no election as to the Type of a Syndicated Borrowing is specified, then the requested Borrowing shall be a Eurocurrency Borrowing having an Interest Period of one month and, if an Agreed Foreign Currency has been specified, the requested Syndicated Borrowing shall be a Eurocurrency Borrowing denominated in such Agreed Foreign Currency and having an Interest Period of one month. If a Eurocurrency Borrowing is requested but no Interest Period is specified, (i) if the Currency specified for such Borrowing is Dollars (or if no Currency has been so specified), the requested Borrowing shall be a Eurocurrency Borrowing denominated in Dollars having an Interest Period of one month’s duration, and (ii) if the Currency specified for such Borrowing is an Agreed Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
Inability to Pay Any Borrower or any Guarantor shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;
Pay As compensation for the services provided, the Employee shall be paid dollars ($ ) ☐ per hour ☐ salary on an annual basis (“Compensation”). The Compensation is a gross amount that is subject to all local, State, Federal, and any other taxes and deductions as prescribed by law. Payment shall be distributed to the Employee on a ☐ weekly ☐ bi-weekly ☐ monthly ☐ quarterly ☐ annual basis.
Failure to Pay or Deliver Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;
Material Obligations A Party fails to perform a material obligation under this Agreement (but other than an obligation referred to in Clause 11.1.3) and that failure is not remedied within 5 Business Days of the Non-Defaulting Party giving the Party notice of that failure;
Stipulated Penalties for Failure to Comply with Certain Obligations As a contractual remedy, CHSI and OIG hereby agree that failure to comply with certain obligations as set forth in this CIA may lead to the imposition of the following monetary penalties (hereinafter referred to as “Stipulated Penalties”) in accordance with the following provisions.
Failure to Elect; Events of Default If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a Syndicated Eurocurrency Borrowing of the same Class having an Interest Period of one month, and (ii) if such Borrowing is denominated in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, (i) any Eurocurrency Borrowing denominated in Dollars shall, at the end of the applicable Interest Period for such Eurocurrency Borrowing, be automatically converted to an ABR Borrowing and (ii) any Eurocurrency Borrowing denominated in a Foreign Currency shall not have an Interest Period of more than one month’s duration.
Termination for Failure to Pay In the event Firm Participant fails to pay to Association any fees required under this Agreement, RMLS may terminate service without being subject to arbitration. In its sole discretion, RMLS may suspend its performance under this Agreement rather than terminating it, in the event that Firm Participant fails to pay to Association any fees required under this Agreement.
Failure to Pay Insurance If any Borrower fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of such Borrower, and charge Borrowers’ Account therefor as a Revolving Advance of a Domestic Rate Loan and such expenses so paid shall be part of the Obligations.