Closing Date and Termination Payment Calculation Date Sample Clauses

Closing Date and Termination Payment Calculation Date. (a) Within one (1) Business Day of the last of the following events to occur or be waived by the Party entitled to the benefit of such condition precedent: (i) NEA's determining, in its sole discretion, that the conditions precedent to the PPA Restructuring have been met, (ii) NEA's obtaining the Corporate Approvals, (iii) receipt by ProGas of the Producer Approval, and (iv) receipt of an executed copy of the TCPL Consent, NEA shall deliver to ProGas a written notice (the "Closing Notice") in accordance with Section 5 stating that the foregoing conditions precedent (those listed in clauses (i) through (v)) have been satisfied (or been waived by the Party entitled to the benefit of such condition precedent). The calculation of the NYMEX Final Price and the calculation of the Termination Payment by ProGas in accordance with Section 3.2 shall occur on the Business Day after NEA delivers the Closing Notice (the "Termination Payment Calculation Date"). The date upon which: (i) the conditions precedent set forth in Sections 2.5 and 2.6 have been satisfied, and, (ii) a final Termination Payment has been determined in accordance with Sections 3.2 and 3.4 and has been agreed to by ProGas and NEA or as otherwise determined in accordance with Section 3.2(a) or (b), shall be the closing date (or as otherwise mutually agreed to by the Parties) (the "Closing Date"). On the Termination Date, the Termination Payment shall be paid in accordance with Section 3.5 and the Parties shall execute and deliver the Release certificate as contemplated in Section 2.1. (b) The Parties acknowledge and agree that the Closing Date will occur prior to the Termination Date and that nothing in this Agreement shall modify, relieve or excuse ProGas' or NEA's respective obligations to deliver, receive and pay for, the full Daily Contract Quantity of 12,507 MMBtus/day under the Contract through 9:59 a.m. (Eastern time) on the day following the Termination Date. 3.2
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Related to Closing Date and Termination Payment Calculation Date

  • Termination Date, Etc “Termination Date” shall mean in the case of the Executive’s death, his date of death, or in all other cases, the date specified in the Notice of Termination subject to the following:

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Closing Date Payment The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Extension of Scheduled Termination Date Under the Fee Agreement, the Fund shall have the right, exercisable not more than one hundred twenty (120) days nor less than ninety (90) days prior to the Scheduled Termination Date, to request that the Liquidity Provider extend the term of such Scheduled Termination Date for an additional period of up to 364 days or, if mutually agreed upon by the parties to the Fee Agreement, a period greater than 364 days, which request may be conditioned upon terms and conditions that are different from the terms and conditions of this Agreement and the Fee Agreement then in effect. The Liquidity Provider shall, no later than thirty (30) days after receiving such request, notify the Fund and the Tender and Paying Agent of its acceptance or rejection of such request, which acceptance by the Liquidity Provider may be a Conditional Acceptance conditioned upon terms and conditions which are different from the terms and conditions of this Agreement and the Fee Agreement then in effect or the terms and conditions proposed by the Fund in making an extension request. If the Liquidity Provider fails to notify the Fund and the Tender and Paying Agent of its acceptance or rejection of the Fund's request for extension within such 30-day period, such failure to respond shall constitute a rejection of such request. If the Liquidity Provider provides a Conditional Acceptance, then the Fund shall have thirty (30) days thereafter to notify the Liquidity Provider and the Tender and Paying Agent of its acceptance or rejection of the terms and conditions specified in the Liquidity Provider's Conditional Acceptance. The Fund's failure to notify the Liquidity Provider and the Tender and Paying Agent within the 30-day period will be deemed a rejection of the terms and conditions specified in the Liquidity Provider's Conditional Acceptance. Under the Fee Agreement, the Fund will acknowledge and agree that the Liquidity Provider may grant or deny any request for extension of the Scheduled Termination Date in its sole and absolute discretion.

  • Effective Date; Termination This Agreement shall become effective upon execution by all of the Parties and shall continue in force until terminated in accordance with Clause 8.2(a).

  • Interest Rates Payments and Calculations (a) Interest Rate. -------------

  • ISDA Early Termination Date Party A has the right to designate an Early Termination Date pursuant to Section 6 of the Agreement;

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