MULTILATERAL NETTING Sample Clauses

MULTILATERAL NETTING. (A) Each party agrees that the occurrence of any of the following events shall constitute a netting event ("NETTING EVENT") and for purposes of Paragraphs IV(A)(1), (2), (3), and (4), Counterparty will be the party with respect to which the Netting Event has occurred, and for the purposes of Paragraph IV(A)(5), Company will be the party with respect to which the Netting Event has occurred ("EVENT PARTY"). (1) Guarantor fails to comply with or perform its obligations under the Guarantee and such failure is continuing after the lapse of any applicable grace period; (2) Guarantor disaffirms, disclaims, repudiates, or rejects, in whole or in part, or challenges the validity of, or otherwise dishonors the Guarantee; (3) the Guarantee terminates or fails or ceases to be in full force and effect at any time during the term of any FX Transaction; (4) any event or condition analogous to an event or condition to Paragraph II(A)(2) herein occurs with respect to Guarantor; or (5) any event or condition analogous to an event or condition to Paragraph II(A)(2) herein occurs with respect to Company. (B) Upon the occurrence of a Netting Event, an Event of Default and a Close-Out Date shall be deemed automatically to occur on the Business Day next following the Netting Event with respect to each FX Transaction between Company and each and every Counterparty, and a Close-Out Amount with respect to all FX Transactions between Company and each and every Counterparty shall be determined in accordance with Paragraph III(B). Any such Close-Out Amount payable may, at the option of the party that is not the Event Party ("NON-EVENT PARTY"), be reduced by its set-off against any other Close-Out Amounts payable by any other Counterparty to Company or be reduced by its set-off against any other Close-Out Amounts payable by Company to any other Counterparty (as the case may be). (C) If an obligation is unascertained, the Non-event Party may in good faith estimate that obligation and set-off in respect of the estimate, subject to the Non-event Party accounting to the other party when the obligation is ascertained. These set-off provisions shall be without prejudice and in addition to any right of set-off otherwise available to a party (whether by operation of law, contract, or otherwise).