Consequences of Termination Notice Sample Clauses

Consequences of Termination Notice. Upon the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice.) in which the Limited Partners elect to terminate the Fund, the Fund shall be dissolved and wound up in accordance with Section 18.2 (Dissolution.) and Section 18.3
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Consequences of Termination Notice. If a Termination Notice is given under paragraph (a): (i) the Termination Notice is to specify the Termination Date of each Transaction; and (ii) the amount payable in respect of that Termination Date and each Terminated Transaction is to be determined and paid in accordance with clause 20.3.
Sample 1Sample 2Sample 3See All (5)
Consequences of Termination Notice. Upon the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to terminate the Fund, the Fund shall be dissolved and wound up in accordance with Section 18.2 (Dissolution) and Section 18.3 (Winding Up); provided that with respect to a termination of the Fund on delivery of a Removal for Cause Notice, the right of the General Partner to receive further distributions of Carried Interest from the Fund shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.3 shall immediately be returned to the Fund for distribution to the Limited Partners[; provided, further that with respect to a termination of the Fund on delivery of a Removal Without Cause Notice, the General Partner’s entitlement to receive further distributions of Carried Interest shall be immediately and automatically reduced to [ ]% of the Carried Interest to which it is otherwise entitled].
Sample 1Sample 2See All (5)
Consequences of Termination Notice. Upon the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to terminate the Fund, the Fund shall be dissolved and wound up in accordance with Section 18.2 (Dissolution) and Section 18.3 (Winding Up); provided that with respect to a termination of the Fund on delivery of a Removal for Cause Notice, the right of the General Partner to receive further distributions of Carried Interest from the Fund shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.2 shall immediately be returned to the Fund for distribution to the Limited Partners[; provided, further that with respect to a termination of the Fund on delivery of a Removal Without Cause Notice, the General Partner’s entitlement to receive further distributions of Carried Interest shall be immediately and automatically reduced to [___]% of the Carried Interest to which it is otherwise entitled]. The General Partner shall immediately notify each Limited Partner in writing of the occurrence of any Key Person Event. Upon the occurrence of a Key Person Event, the Commitment Period shall automatically and immediately be suspended until a Majority in Interest approves in writing a remediation plan for such Key Person Event or otherwise waives such suspension generally or with respect to one or more specified Portfolio Investments. The Commitment Period shall be automatically suspended upon the delivery to the General Partner of a written notice approved by [___]% in Interest to suspend the Commitment Period. If a Majority in Interest does not approve a remediation plan for, or otherwise waive a suspension related to, any Key Person Event or suspension under Section 11.3 within [ninety (90)] days of any suspension of the Commitment Period, then the Commitment Period shall automatically and immediately be terminated. At any time during which the investment activities of the Fund are suspended or terminated pursuant to this Article 11 (Key Person Event; Suspension), no Drawdown Notices may be issued to any Limited Partner without the prior written consent of the Advisory Committee, other than to: pay Fund Expenses; complete Portfolio Investments (including, subject to Section 7.1.4.5 (Investment Restrictions), Follow-on Investments) that the Fund became ...
Sample 1Sample 2
Consequences of Termination Notice. Upon service of a Termination Notice under clause 12.5 (Final Evaluation Tests): (A) the Shareholders shall have no further obligation to make any additional capital contributions (irrespective of whether or not the Total Contribution Cap has been reached); Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. (B) the Terminating Shareholder may make a Compete Election at any time prior to the Termination Date in accordance with the provisions of clause 12.8 (Compete Election); (C) the non-Terminating Shareholder may serve a written notice (a “Termination Call Notice”) on the Terminating Shareholder at any time on or prior to the Termination Date requiring it to sell all (but not less than all) of the Terminating Shareholder’s Shares to the non-Terminating Shareholder at their Prescribed Value (calculated as at the date of service of the Termination Call Notice) (the “Termination Call Option”), provided that such sale must be completed as soon as reasonably practicable thereafter but no later than the Termination Date; and (D) either Shareholder may cause any of the Ancillary Agreements (or, if applicable, the relevant Schedule(s) (as defined therein) to such Ancillary Agreements) to which the Terminating Shareholder or any of its Affiliates is a party to be terminated, subject to the applicable Transition Period.
Sample 1
Consequences of Termination Notice. 14.6.1 In the event that the Notifying Party gives written notice pursuant to Clause 15.3 and as to Clause 14.5(c) provided that the Non-Notifying Party is in breach, or as to Clause 15.3(j) and provided that the control of the Non-Notifying Party is acquired by the Notifying Party’s competitor, then the Notifying Party shall, subject to Clause 15.5.3, have the right to purchase (or to nominate a third party to purchase) all equity interests of the Non-Notifying Party in the Joint Venture Company, or to sell all of its equity interest in the Joint Venture Company to the Non-Notifying Party, for an amount determined in accordance with Clause 15.5. 14.6.2 In the event that any Party (the “Affected Party”) gives written notice pursuant to Clause 14.5(e) or 14.5(h) and provided the incident of Force Majeure or change of law has a materially adverse effect on the Affected Party, then the Affected Party shall have the right to require the other Parties to purchase (or to nominate a third party to purchase) the Affected Party’s equity interest in the Joint Venture Company for an amount determined in accordance with Clause 15.5, unless both Parties agree that the Joint Venture Company shall be liquidated and Clause 16.6 shall apply. 14.6.3 Under the circumstances described in Clause 14.5(f), the Party(ies) which vote(s) in favour of approving the resolution (the “Approving Party”) may give a written notice to the Party(ies) which vote(s) against the resolution (the “Opposing Party”), and the Opposing Party may also give a written notice to the Approving Party. The Notifying Party shall specify in such notice the price which such Notifying Party believes is fair for the purchase of the Non-Notifying Party's equity interest in the Joint Venture Company (the “Purchase Price”). (a) Such notice, which may not be withdrawn by the Notifying Party for fifteen (15) days from its delivery to the Non-Notifying Party, shall be deemed to be an irrevocable offer to either: i) purchase (or to nominate a third party to purchase) from the Opposing Party the entire (but not part of the) equity interest owned by such Opposing Party in the Joint Venture Company at the Purchase Price; or ii) sell to the Opposing Party (or to a third party nominated by it) the entire (but not part of the) equity interest owned by the Approving Party in the Joint Venture Company at the Purchase Price. (b) The Opposing Party is entitled to decide, within fifteen (15) days after receiving such written not...
Sample 1
Consequences of Termination Notice forthwith upon the receipt by the Trustees of a notice given thereto by the Beneficiary under and pursuant to Sub-clause 5.1:
Sample 1
AutoNDA by SimpleDocs

Related to Consequences of Termination Notice

  • Consequences of Termination If this Agreement is terminated pursuant to this Article, the Funder may: (a) cancel all further Funding instalments; (b) demand the repayment of any Funding remaining in the possession or under the control of the HSP; (c) through consultation with the HSP, determine the HSP’s reasonable costs to wind down the Services; and

  • CONSEQUENCES OF TERMINATION AND EXPIRY 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

  • Contents of Termination Notice A Termination Notice shall specify: (a) the nature of the relevant Event of Default; (b) a date and time, which shall be reasonable in the circumstances, at which termination is to take effect; and (c) whether the party serving the Termination Notice reasonably considers that the Event of Default is capable of remedy, and where the relevant Event of Default is capable of remedy: (i) the steps which the party serving the Termination Notice believes are reasonably required to remedy the Event of Default; and (ii) a reasonable grace period within which such steps may be taken (where the Event of Default is a failure of the Train Operator to pay Track Charges or other amounts due, seven days is a reasonable grace period).

  • Consequences of Termination of Employment 5.1 Death ----- In the event of the death of the Employee during the term of employment hereunder, the estate or other legal representatives of the Employee shall be entitled to continuation of the salary provided for in Section 4.1 for a period of 6 months from the date of the Employee's death, at the rate in effect at such date.

  • Effect of Termination Notice Where Network Rail or the Train Operator has served a Termination Notice on the other: (a) the service of the Termination Notice shall not affect the parties’ continuing obligations under this contract up to the date of termination, which date shall be determined in accordance with paragraph 3.4(c); (b) the party which has served the Termination Notice shall withdraw it by notice to the other party, upon being reasonably satisfied that the relevant Event of Default has been remedied; and (c) this contract shall terminate on the later of: (i) the date and time specified in the Termination Notice for the contract to terminate (or such later date and time as the party which served the Termination Notice notifies to the other before the date and time so specified); and (ii) the date on which a copy of the Termination Notice is given to XXX.

  • Notice of Termination Events Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

  • Consequence of Termination 27.1 Termination of this Agreement, or termination of the ICB’s exercise of any of the Delegated Functions, will not affect any rights or liabilities of the Parties that have accrued before the date of that termination or which later accrue. 27.2 Subject to clause 27.4, on or pending termination of this Agreement or termination of the ICB’s exercise of any of the Delegated Functions, NHS England, the ICB and if appropriate any successor delegate will: 27.2.1 agree a plan for the transition of the Delegated Functions from the ICB to the successor delegate, including details of the transition, the Parties’ responsibilities in relation to the transition, the Parties’ arrangements in respect of those staff engaged in the Delegated Functions and the date on which the successor delegate will take responsibility for the Delegated Functions; 27.2.2 implement and comply with their respective obligations under the plan for transition agreed in accordance with clause 27.2.1 above; and 27.2.3 act with a view to minimising any inconvenience or disruption to the commissioning of healthcare in the Area. 27.3 For a reasonable period before and after termination of this Agreement or termination of the ICB’s exercise of any of the Delegated Functions, the ICB must: 27.3.1 co-operate with NHS England and any successor delegate in order to ensure continuity and a smooth transfer of the Delegated Functions; and 27.3.2 at the reasonable request of NHS England: (a) promptly provide all reasonable assistance and information to the extent necessary to effect an orderly assumption of the Delegated Functions by a successor delegate; (b) deliver to NHS England all materials and documents used by the ICB in the exercise of any of the Delegated Functions; and 27.3.3 use all reasonable efforts to obtain the consent of third parties to the assignment, novation or termination of existing contracts between the ICB and any third party which relate to or are associated with the Delegated Functions. 27.4 Where any or all of the Delegated Functions or Reserved Functions are to be directly conferred on the ICB, the Parties will co-operate with a view to ensuring continuity and a smooth transfer to the ICB.

  • Notices of Termination Notwithstanding any other provision of this Contract, no party may terminate this Contract, regardless of reason, unless the terminating party shall first issue a written Notice of Termination or of Default to the terminated or defaulted party by Statutory Mail or Certified Mail, Return Receipt Requested.

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

  • Notice of Termination; Effect of Termination Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!