Partial or Complete Termination Sample Clauses

Partial or Complete Termination. Notwithstanding Section 16(a), after June 30, 2004, this Agreement may be terminated with respect to any or all Portfolios by the Board(s) if at any time Xxxxx Fargo & Company directly or indirectly acquires, is acquired by, merges, consolidates or otherwise reorganizes with (a “Reorganization”) any company and immediately thereafter (i) Xxxxx Fargo & Company or its successor controls or is under common control with any company that provides in the normal course of business the services listed in Section 15, whether generally to the mutual fund industry or only to mutual funds advised or sponsored by its affiliates, or (ii) Xxxxx Fargo & Company or an affiliate of it advises a family of mutual funds for which the services listed in Section 15 are performed by a company not affiliated with Xxxxx Fargo & Company or PFPC. Such termination may be made at any time after the occurrence of the event described in the preceding clauses by the Board on 90 days written notice to PFPC. In the event that the Funds elect to terminate this Agreement pursuant to this Section 16(f) with respect to a Portfolio, the applicable Fund shall pay PFPC a “multiplier” times the greater of (x) the monthly average fees due to PFPC under this Agreement during the last three whole months prior to the Reorganization for providing services to the terminating Portfolio and (y) the monthly average fees paid to PFPC for providing services to the terminating Portfolio during the last three whole months prior to delivery of the notice of termination. For purposes of this clause, the multiplier will equal the number of months remaining on the Initial Term or Renewal Term of this Agreement at the time that PFPC is no longer providing services to the Portfolio under this Agreement divided by three.
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Partial or Complete Termination. (a) Notwithstanding anything in this Agreement to the contrary, should Buyer be entitled to terminate this Agreement pursuant to Section 7.1(c) due to the failure of any of Buyer’s Closing conditions implicated by such Section to be met as of the Closing with respect to any individual Seller (each, a “Failed Seller”), then Buyer shall, without limiting its rights pursuant to Section 7.3 with respect to such Failed Seller or pursuant to Section 7.1(e) or Section 7.1(f) with respect to all Sellers, (i) proceed to Closing with respect to all those Sellers who have satisfied Buyer’s conditions to Closing set forth in Article IV (or with respect to whom Buyer has waived any such condition), and (ii) the Participating Purchase Price shall be reduced by the Allocated Value attributable to the Assets of such Failed Seller. After such Closing, and subject to Buyer’s rights under Section 7.3(c), Buyer may proceed to a standalone closing with such Failed Seller at such time as such Failed Seller has satisfied (or Buyer has waived) all of Buyer’s conditions to Closing set forth in Article IV with respect to such Failed Seller, at which closing Buyer shall purchase from such Failed Seller such Failed Seller’s Assets, on the terms and conditions otherwise set forth in this Agreement, for consideration equal to the Allocated Value by which the Participating Purchase Price was reduced with respect to such Failed Seller’s Assets pursuant this Section 7.2(a). (b) For the avoidance of doubt, should Buyer be entitled to terminate this Agreement in its entirety pursuant to Section 7.1(e) or Section 7.1(f) due to the failure of any of Buyer’s Closing conditions implicated by such Sections to be met as of the Closing (regardless of whether such conditions were failed to be met by any individual Failed Seller or by the Sellers, taken as a whole), and assuming the Seller’s Representatives have not and do not terminate this Agreement pursuant to Section 7.1(d), Section 7.1(e) or Section 7.1(f), then Buyer shall have the option, exercisable in its sole discretion and without limiting its rights pursuant to Section 7.3, to (x) proceed to Closing with respect to all those Sellers who have satisfied Buyer’s conditions to Closing set forth in Article IV (or with respect to whom Buyer has waived any such condition), in which case the Participating Purchase Price shall be reduced by the Allocated Value attributable to the Assets of such Failed Seller(s), or (y) terminate this Agreement in...
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Partial or Complete Termination. The parties agree to cooperate in the partial or complete termination of this Agreement as required by Indiana Code 36-1-7-3 in the event partial or complete termination is necessary and will, by agreement, allocate responsibility for maintenance of the parking lot in the event this agreement is terminated and to provide for their respective responsibilities in the event of same.
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Partial or Complete Termination. The parties agree to cooperate in the partial or complete termination of this Agreement as required by IC 36-1-7-3 in the event partial or complete termination is necessary and will, by agreement, allocate responsibility for maintenance of Xxxx Xxxxx Xxxxxx xxx Xxxx Xxxxx Xxxxxx in the event this agreement is terminated and to provide for their respective responsibilities in the event of same.
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Partial or Complete Termination. This Agreement and the Consortium created hereby shall be terminated upon the earlier of the completion of its purposes and objectives described herein or upon the vote of two-thirds of the then constituted Consortium for the complete or partial termination of the Consortium and this Agreement. Upon action to terminate the Consortium, all outstanding debts and obligations of the Consortium shall be paid and all unused funds and appropriations shall be returned to the remaining Parties in such proportions as represented by the pro rata share paid by each Party.
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Related to Partial or Complete Termination

  • Death or Complete Disability If the Executive’s employment with the Company is terminated as a result of Executive’s death or Complete Disability, the Company shall pay to Executive, and/or Executive’s heirs, the Executive’s Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings, and the Company shall thereafter have no further obligations to the Executive and/or Executive’s heirs under this Agreement.

  • Termination due to Force Majeure 13.5.1 If the Force Majeure Event or its effects continue to be present beyond the period as specified in Article 4.5.3, either Party shall have the right to cause termination of the Agreement. In such an event, this Agreement shall terminate on the date of such Termination Notice.

  • Termination Due to Force Majeure Event If the period of Force Majeure continues or is in the reasonable judgment of the Parties likely to continue beyond a period of 120 (one hundred and twenty) Days, the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Affected Party shall after the expiry of the said period of 120 (one hundred and twenty ) Days be entitled to terminate the Agreement in which event, the provisions of Articles 16 and 17 shall, to the extent expressly made applicable, apply.

  • Termination for continuing Force Majeure Event Either Party may, by written notice to the other, terminate this Framework Agreement if a Force Majeure Event endures for a continuous period of more than one hundred and twenty (120) Working Days.

  • Termination for Force Majeure 15.5.1. The License Agreement may be terminated for Force Majeure Reasons as specified in Article -14.

  • Termination for Catastrophe In event of Catastrophic Damage, this contract may be modified un- der B8.32, following rate redetermination under B3.32, or terminated under this Subsection. Such termination shall not be considered a termination under B8.34.

  • Termination Notice for Force Majeure Event If a Force Majeure Event subsists for a period of 180 (one hundred and eighty) days or more within a continuous period of 365 (three hundred and sixty five) days, either Party may in its discretion terminate this Agreement by issuing a Termination Notice to the other Party without being liable in any manner whatsoever, save as provided in this Article 34, and upon issue of such Termination Notice, this Agreement shall, notwithstanding anything to the contrary contained herein, stand terminated forthwith; provided that before issuing such Termination Notice, the Party intending to issue the Termination Notice shall inform the other Party of such intention and grant 15 (fifteen) days time to make a representation, and may after the expiry of such 15 (fifteen) days period, whether or not it is in receipt of such representation, in its sole discretion issue the Termination Notice.

  • TOTAL OR PARTIAL FAILURE TO PERFORM 20.1 In the case of Goods to be specially manufactured for it, if Transnet at any time ascertains that: a) no manufacturing of the Goods specified in a Purchase Order has commenced and there is little or no prospect, in Transnet’s opinion, that manufacturing will commence within a reasonable time; or b) delivery of any of the Goods is being or is likely to be delayed beyond the promised delivery date(s), and there is little or no prospect of the Purchase Order(s) being carried out within reasonable adherence to the promised delivery rate(s) or time(s), then Transnet may, irrespective of the cause of the delay, by notice to the Supplier, cancel as from a future date specified in such notice the whole or any part of this Agreement or Purchase Order in respect of which the Goods to be supplied have not been completed by that date, without incurring any liability by reason of such cancellation except as provided in this clause. 20.2 The Supplier/Service Provider shall thereupon, as soon as possible after such date, deliver to Transnet the Goods/Services [if any] already completed, and payment for the part performance shall be made on a pro rata basis, provided the uncompleted part is not an integral or essential part of the completed Goods/Services. Where an integral or essential part of the work has not been completed, the amount to be paid to the Supplier/Service Provider will be calculated on the basis of Transnet’s enrichment. The Supplier/Service Provider shall, wherever practicable, supply Transnet with the necessary drawings and/or specifications to enable it to complete the work. 20.3 Whenever, in any case not covered by clause 20.1 above, the Supplier fails or neglects to execute the work or to deliver any portion of the Goods/Services as required by the terms of this Agreement or Purchase Order, or if any Goods/Services are rejected on any of the grounds mentioned in clause Error! Reference source not found. [Defective Goods], Transnet may cancel this Agreement or Purchase Order in so far as it relates to the unexecuted work or the undelivered or rejected portion of the Goods/Services, and in such event, the supply of the remaining portion shall remain subject in all respects to these conditions.

  • Termination Payment for Force Majeure Event 30.9.1 If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 55% (fifty five per cent) of the Debt Due less Insurance Cover. 30.9.2 If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (a) 55% of the Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; (b) 60.5% (sixty point five per cent) of the Adjusted Equity; and 30.9.3 If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount that would be payable under Clause 33.3.2 as if it were Authority’s Default.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

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