IFMI Withdrawal and Separation Sample Clauses

IFMI Withdrawal and Separation. (a) Beginning on the Termination Date, each of the parties hereto shall, and shall cause its respective Affiliates to, as promptly as practicable, (i) effect the withdrawal of IFMI from each of PrinceRidge and PrinceRidge GP pursuant to Section 8.01(d) of the Partnership Agreement and the Operating Agreement, respectively, (ii) effect the return of the IFMI Equity Interests to the PrinceRidge Entities, and (iii) effect the return of the CCCM Equity Interests and Assumed Liabilities to IFMI from the PrinceRidge Entities or their Subsidiaries (the “Separation”). (b) The parties hereto agree that the valuation of the IFMI Equity Interests for purposes of the Separation shall be calculated as follows: (i) the PrinceRidge Membership Equity, calculated as of the Termination Date, multiplied by (ii) a percentage equal to (A) the number of Equity Interests in the PrinceRidge Entities, respectively, owned by IFMI on the Termination Date, divided by (B) the total number of Equity Interests in the PrinceRidge Entities, respectively, outstanding on the Termination Date (the “Separation Amount”). (c) The parties hereto agree that the valuation of CCCM for purposes of the Separation shall be the CCCM Membership Equity calculated as of the Termination Date (“Termination Date CCCM Membership Equity”). (d) As promptly as practicable following the Termination Date. the calculation of the Separation Amount and the calculation of the Termination Date CCCM Membership Equity, the parties shall effect the Separation and transfer of the Separation Amount as follows: (i) in the event that the Termination Date CCCM Membership Equity is less than the Separation Amount, PrinceRidge shall transfer to IFMI: (A) 100% of the CCCM Equity Interests free and clear of all Liens, and (B) cash or cash equivalents in an amount equal to the Separation Amount minus the Termination Date CCCM Membership Equity, or (ii) in the event that the Termination Date CCCM Membership Equity exceeds the Separation Amount, simultaneously: (A) PrinceRidge shall transfer to IFMI 100% of the CCCM Equity Interests free and clear of all Liens, and (B) IFMI shall transfer to the PrinceRidge Entities cash or cash equivalents in an amount equal to the Termination Date CCCM Membership Equity minus the Separation Amount.
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Related to IFMI Withdrawal and Separation

  • Withdrawal and Termination 1. Any Party to this Agreement may withdraw therefrom by means of a written notification to the Depositary. The withdrawal shall take effect on the first day of the sixth month after the date on which the notification was received by the Depositary. 2. If one of the EFTA States withdraws from this Agreement, a meeting of the remaining Parties shall be convened to discuss the issue of the continued existence of this Agreement.

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  • Withdrawal from Agreement A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days’ prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand. B. In the event of the withdrawal of any Fund from this Agreement, all its rights and obligations, except for lease commitments, under this Agreement (except such rights or obligations as have accrued prior to the date of withdrawal) shall terminate as of the date of the withdrawal. The withdrawing Fund shall surrender its Shares to Service Company, and (1) shall be entitled to receive from Service Company an amount equal to the excess of the fair value of (i) its Shares of other securities Service Company as of the date of its withdrawal less (ii) its proportionate interest in any liabilities of Service Company, including when appropriate any commitments of Service Company and unexpired leases at the date of withdrawal; (2) shall be obligated to pay Service Company an amount equal to the excess of (ii) over (i). Such amount to be received from or paid to Service Company shall be determined by the favorable vote of the holders of a majority of the Shares whose determination shall be conclusive upon the Funds. Any amount found payable by the Service Company to the withdrawing Fund shall be recoverable by Service Company from the Funds remaining under this Agreement in accordance with the provisions of Section 1.2, 1.3 and 1.4 hereof.

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  • Withdrawal of Services 50.1 Notwithstanding anything contained in this Agreement, except as otherwise required by Applicable Law, Verizon may terminate its offering and/or provision of any Service under this Agreement upon thirty (30) days prior written notice to CBB. 50.2 Notwithstanding anything contained in this Agreement, except as otherwise required by Applicable Law, Verizon may with thirty (30) days prior written notice to CBB terminate any provision of this Agreement that provides for the payment by Verizon to CBB of compensation related to traffic, including, but not limited to, Reciprocal Compensation and other types of compensation for termination of traffic delivered by Verizon to CBB. Following such termination, except as otherwise agreed in writing by the Parties, Verizon shall be obligated to provide compensation to CBB related to traffic only to the extent required by Applicable Law. If Verizon exercises its right of termination under this Section, the Parties shall negotiate in good faith appropriate substitute provisions for compensation related to traffic; provided, however, that except as otherwise voluntarily agreed by Verizon in writing in its sole discretion, Verizon shall be obligated to provide compensation to CBB related to traffic only to the extent required by Applicable Law. If within thirty (30) days after Verizon’s notice of termination the Parties are unable to agree in writing upon mutually acceptable substitute provisions for compensation related to traffic, either Party may submit their disagreement to dispute resolution in accordance with Section 14 of this Agreement.

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