Financial Settlement upon Termination Sample Clauses

Financial Settlement upon Termination. Within one hundred eighty (180) calendar days of the effective date of termination of this Agreement, an accounting shall be made by FHS of the monies due and owing either party and payment shall be forthcoming by the appropriate party to settle such balance within thirty (30) calendar days of such accounting. PPG may request an independent audit of such FHS accounting. Such audit may be performed by a mutually acceptable independent certified public accountant and shall be paid for solely by PPG. In the event such independent audit results in findings different from FHS’s findings, the parties shall meet and confer to resolve such differences.
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Financial Settlement upon Termination. ‌ 1. If this Agreement is terminated by either party, except as otherwise provided in this section, CMS shall conduct settlement for the entire Performance Year in which the Agreement is terminated in accordance with Section XIV.C of this Agreement. 2. If this Agreement is terminated by CMS under Section XIX.B, CMS shall not make any payments of Shared Savings to the ACO, and the ACO shall remain liable for any Shared Losses, for the Performance Year in which termination becomes effective. 3. If the ACO voluntarily terminates this Agreement pursuant to Section XIX.C prior to the end of the Performance Year by providing notice to CMS on or before February 28 of the Performance Year, with an effective date no later than 30 days after the date of that notice, the ACO shall neither be eligible to receive Shared Savings nor liable for Shared Losses for the Performance Year. If the ACO voluntarily terminates this Agreement pursuant to Section XIX.C prior to the end of the Performance Year with an effective date greater than 30 days after February 28 but prior to the end of the Performance Year, the ACO shall not be eligible to receive Shared Savings but shall remain liable for Shared Losses for the Performance Year. 4. Upon termination or expiration of this Agreement, the ACO shall immediately pay all Other Monies Owed to CMS and shall remain liable for any amounts included in a settlement report issued for the Performance Year in accordance with Section XIV.C.5.
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Financial Settlement upon Termination. A. If the Agreement is terminated by either party, except as otherwise provided in this Section, CMS shall conduct settlement for the entire Performance Year in which the Agreement is terminated in accordance with Section 12.04 of the Agreement. B. If the Agreement is terminated by CMS under Section 17.02, CMS shall not make any payments of Shared Savings to the DCE, and the DCE shall remain liable for any Shared Losses, for the Performance Year in which termination becomes effective. C. If the DCE selected the Financial Guarantee Participation Commitment Mechanism and the DCE voluntarily terminates the Agreement pursuant to Section 17.03 by providing notice to CMS on or before the Termination Without Liability Date of the DCE's second Performance Year, CMS shall pursue payment for the Retention Guarantee Amount under the DCE's financial guarantee required under Section 12.05 or Retention Guarantee described in Section 12.03.B. D. If CMS deems that the DCE selected the Retention Withhold Participation Commitment Mechanism as described in Section 12.03.C and the DCE voluntarily terminates the Agreement pursuant to Section 17.03 by providing notice to CMS on or before the Termination Without Liability Date of the DCE's second Performance Year, CMS will perform Final Financial Settlement for the DCE's first Performance Year using the Retention Withhold as described in Appendix B, such that the DCE will not earn back the Retention Withhold Amount, as described in Section 12.03.C and Section V.D.1 of Appendix B, as described in Section 12.03.C. If the DCE's first Performance Year is Performance Year 2021, and CMS deems that the DCE selected the Retention Withhold Participation Commitment Mechanism as described in Section 12.03.C and the DCE voluntarily terminates the Agreement pursuant to Section 17.03 by providing notice to CMS on or before the Termination Without Liability Date of the DCE's second Performance Year, CMS will also perform Provisional Financial Settlement for the DCE's first Performance Year using the Retention Withhold, as described in Appendix B. E. If the DCE voluntarily terminates the Agreement pursuant to Section 17.03 by providing notice to CMS on or before the Termination Without Liability Date of a Performance Year, with an effective date no later than 30 Days after the date of that notice, no annual settlement shall be conducted for that Performance Year and the DCE shall neither be eligible to receive Shared Savings nor liable for Shar...
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Financial Settlement upon Termination. ‌ 1. If this Agreement is terminated by either party, except as otherwise provided in this section, CMS shall conduct settlement for the entire Performance Year in which the Agreement is terminated in accordance with Section XIV.C of this Agreement. 2. If this Agreement is terminated by CMS under Section XIX.B, CMS shall not make any payments of Shared Savings to the ACO, and the ACO shall remain liable for any Shared Losses, for the Performance Year in which termination becomes effective. 3. If the ACO voluntarily terminates this Agreement during a Performance Year pursuant to Section XIX.C.1 by providing notice to CMS on or before February 28, with an effective date 30 days after the date of notice, the ACO shall neither be eligible to receive Shared Savings nor liable for Shared Losses for such Performance Year. 4. Upon termination or expiration of this Agreement, the ACO shall immediately pay all Other Monies Owed to CMS and shall remain liable for any amounts included in a settlement report issued for any Performance Year in accordance with Section XIV.C.5.
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Financial Settlement upon Termination. A. If CMS terminates the Agreement or the Agreement Performance Period is terminated by either party, except as otherwise provided in this Section, CMS shall conduct settlement for the entire Performance Year in which the Agreement is terminated in accordance with Section 12.04 of the Agreement. B. If the Agreement or Agreement Performance Period is terminated by CMS for any reason described in paragraphs (A) through (E) of Section 17.02, CMS shall not make any payments of Shared Savings to the ACO, and the ACO shall remain liable for any Shared Losses, for the Performance Year in which termination becomes effective. C. If the ACO selected the Financial Guarantee Participation Commitment Mechanism and the ACO voluntarily terminates the Agreement Performance Period pursuant to Section 17.03 by providing notice to CMS on or before the Termination Without Liability Date of the ACO’s second Performance Year, CMS shall pursue payment of the Retention Guarantee Amount under the ACO’s financial guarantee required under Section 12.05 or Retention Guarantee described in Section 12.03.B. D. If CMS deems that the ACO selected the Retention Withhold Participation Commitment Mechanism as described in Section 12.03.C and the ACO voluntarily terminates the Agreement Performance Period pursuant to Section
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Financial Settlement upon Termination. If the Agreement Performance Period or this Agreement is terminated by either Party pursuant to this Article XIV, CMS will issue a Final Financial Settlement Report to the MDPCP Practice in accordance with Article 9.7(c).
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Financial Settlement upon Termination. In the event the Agreement is terminated by either Party in accordance with this Article 21, the Participant shall be liable for all Repayment Amounts and Excess Spending Amounts owed to CMS for Clinical Episodes included in the Reconciliation calculation and Post-Episode Monitoring Spending Calculation in accordance with Article 5.2(a)(4) and Article 5.2(b)(3).‌ (a) Upon termination of this Agreement, CMS will continue to issue Reconciliation Reports and Post-Episode Spending Calculation Reports to the Participant, in accordance with the processes set forth in Article 7, to account for the Clinical Episodes included in the Reconciliation calculation and Post-Episode Monitoring Spending Calculation in accordance with Article 5.2(a)(4) and Article 5.2(b)(3). (b) Upon termination of this Agreement, CMS will make NPRA payments in accordance with the requirements of Article 7, to include the NPRA eligibility requirements, and the Participant shall pay CMS all Repayment Amounts and Excess Spending Amounts in accordance with Article 7, calculated with respect to Clinical Episodes included in the Reconciliation calculation and Post-Episode Monitoring Spending Calculation in accordance with Article 5.2(a)(4) and Article 5.2(b)(3). (c) The Participant shall not distribute or otherwise remove any monies from the BPCI Advanced Savings Pool after the effective date of termination of this Agreement unless and until CMS has issued a written notice informing the Participant that all outstanding Repayment Amounts and Excess Spending Amounts owed to CMS for Clinical Episodes included in the Reconciliation calculation and Post-Episode Monitoring Spending Calculation in accordance with Article 5.2(a)(4) and Article 5.2(b)(3) have been settled to CMS’ satisfaction. (d) The obligations of the Parties under this Article 21.5 shall survive the termination of this Agreement. Article 22 Limitations on Review‌
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Financial Settlement upon Termination. A. If CMS terminates the Agreement or the Agreement Performance Period is terminated by either party, except as otherwise provided in this Section, CMS shall conduct settlement for the entire Performance Year in which the Agreement is terminated in accordance with Section 12.04 of the Agreement. B. If the Agreement or Agreement Performance Period is terminated by CMS for any reason described in paragraphs (A) through (E) of Section 17.02, CMS shall not make any payments of Shared Savings to the ACO, and the ACO shall remain liable for any Shared Losses, for the Performance Year in which termination becomes effective. C. If the ACO selected the Financial Guarantee Participation Commitment Mechanism and the ACO voluntarily terminates the Agreement Performance Period pursuant to Section 17.03 by providing notice to CMS on or before the Termination Without Liability Date of the ACO’s second Performance Year, CMS shall pursue payment of the Retention Guarantee Amount under the ACO’s
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Related to Financial Settlement upon Termination

  • Payment Upon Termination In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. The City shall have no obligation to compensate Consultant for work not verified by logs or timesheets.

  • Procedure Upon Termination (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans. (b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g). The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.

  • Recovery upon Termination On the termination of the Contract for any reason, the Contractor shall at its cost:

  • Deliveries Upon Termination Upon termination of this Agreement, ALPS agrees to cooperate in the orderly transfer of distribution duties and shall deliver to the Fund or as otherwise directed by the Fund (at the expense of the Fund) all records and other documents made or accumulated in the performance of its duties for the Fund hereunder. In the event ALPS gives notice of termination under this Agreement, it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to 120 days, provided that the Fund uses all reasonable commercial efforts to appoint such replacement on a timely basis.

  • Payments Upon Termination A. Upon termination of the Executive's employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

  • Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.

  • Termination Settlement Upon the occurrence of any Acceleration Event, Dealer shall have the right to designate, upon at least one Scheduled Trading Day’s notice, any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares necessary to reduce the Share Amount to reasonably below the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Dealer pursuant to the preceding sentence, Counterparty fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or otherwise fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an Unwind Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to such Acceleration Event, notwithstanding any election to the contrary by Counterparty, Cash Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind Period as to which Dealer has unwound its hedge (assuming that Dealer has a commercially reasonable hedge and unwinds its hedge in a commercially reasonable manner) and Physical Settlement shall apply in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by Dealer in respect of such Termination Settlement Date. If an Acceleration Event occurs after Counterparty has designated a Settlement Date to which Physical Settlement applies but before the relevant Settlement Shares have been delivered to Dealer, then Dealer shall have the right to cancel such Settlement Date and designate a Termination Settlement Date in respect of such Shares pursuant to the first sentence hereof. Notwithstanding the foregoing, in the case of a Nationalization or Merger Event, if at the time of the related Relevant Settlement Date the Shares have changed into cash or any other property or the right to receive cash or any other property, the Calculation Agent shall adjust the nature of the Shares as it determines appropriate to account for such change such that the nature of the Shares is consistent with what shareholders receive in such event. If Dealer designates a Termination Settlement Date as a result of an Acceleration Event caused by an excess dividend of the type described in Paragraph 7(f)(ii), no adjustments(s) shall be made to the terms of this contract to account for the amount of such excess dividend.

  • Termination of Settlement If the Settlement is terminated as provided in the Stipulation, this Order shall be vacated, rendered null and void and be of no further force and effect, except as otherwise provided by the Stipulation, and this Order shall be without prejudice to the rights of Plaintiffs, the other Class Members and Defendants, and the Parties shall revert to their respective positions in the Action as of immediately prior to August 24, 2015, as provided in the Stipulation.

  • Vesting; Settlement The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one share of Common Stock for each RSU (as adjusted under the Plan) which becomes vested in a given calendar year, pursuant to Section 12, below, and such vested RSU shall be cancelled upon such delivery.

  • Transactions in Progress Upon Termination The Adviser and SubAdviser will cooperate with each other to ensure that portfolio securities or other transactions in progress at the date of termination of this Agreement shall be completed by the SubAdviser in accordance with the terms of such transactions, and to this end the SubAdviser shall provide the Adviser with all necessary information and documentation to secure the implementation thereof.

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