Potential Cancellation of IFH Units Sample Clauses

Potential Cancellation of IFH Units. In the event that any UMA Shareholder related to an UMA Member becomes obligated to pay any amount in respect of a “Contigency” pursuant to Section 4.2 of the Share Purchase Agreement (an “SPA Indemnification Payment Amount”), such UMA Shareholder shall have the option (the “SPA Unit Indemnification Payment Option”) to discharge such obligation in whole or in part by the cancellation of IFH Units held by such UMA Member (rounded to the nearest whole Unit) with an aggregate value equal to the portion of such SPA Indemnification Payment Amount to be so discharged (the “SPA Discharge Amount”). The value of each IFH Unit for such purpose shall be deemed to be equal to US$1.2203832 (or the Brazilian Reais equivalent thereof determined pursuant to the applicable provisions of the Share Purchase Agreement), which amount shall be proportionately decreased or increased any time that the “Unit Priceapplicable to such IFH Units is adjusted pursuant to Section 5.9 of the IFH LLC Agreement. Such SPA Unit Indemnification Payment Option shall be exercisable by the applicable UMA Member giving IFH written notice of such exercise (a “SPA Unit Indemnification Payment Notice”) within ten (10) days after such SPA Indemnification Payment Amount has been finally determined pursuant to the applicable provisions of the Share Purchase Agreement, which SPA Unit Indemnification Payment Notice shall specify the SPA Discharge Amount to be discharged through the cancellation of IFH Units held by such UMA Member. Such cancellation shall take effect in accordance with Section 4.7 of the IFH LLC Agreement as of the date of such SPA Unit Indemnification Payment Notice. ARTICLE III
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Related to Potential Cancellation of IFH Units

  • TERMINATION/CANCELLATION Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.

  • No Cancellation No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s).

  • Voluntary cancellation The Borrower may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of £1,000,000) of an Available Facility. Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably under that Facility.

  • Termination and Cancellation 9. 1. Licences will expire after the period shown in Clause 3 (above). 9. 2. Licensee reserves the right to terminate the Licence in the event that payment is not received in full or if there has been a breach of this agreement by you. Appendix 1 — Acknowledgements: Reprinted by permission from [the Licensor]: [Journal Publisher (e.g. Nature/Springer/Palgrave)] [JOURNAL NAME] [REFERENCE CITATION (Article name, Author(s) Name), [COPYRIGHT] (year of publication) For Advance Online Publication papers: Reprinted by permission from [the Licensor]: [Journal Publisher (e.g. Nature/Springer/Palgrave)] [JOURNAL NAME] [REFERENCE CITATION (Article name, Author(s) Name), [COPYRIGHT] (year of publication), advance online publication, day month year (doi: 10.1038/sj.[JOURNAL ACRONYM].)

  • Policy Cancellation Except for ten days notice for non-payment of premium, each insurance policy shall be endorsed to state that; without thirty (30) days prior written notice to the City, the policy shall not be canceled, non-renewed or coverage and/or limits reduced or materially altered, and shall provide that notices required by this paragraph shall be sent by certified mail to the address shown below.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Automatic cancellation The Commitment of each Lender will be automatically cancelled at the close of business on the last day of the Availability Period.

  • Contract Cancellation DCF may cancel this Contract after providing the Contractor with thirty (30) calendar days written notice of the Contractor’s right to cure a failure of the Contractor to perform under the terms of this Contract. The following are examples of contractor failure that would warrant cancellation: • Breaches or defaults an obligation under the Contract as follows: • Fails to follow the sales and use tax certification requirements of s. 77.66 of the Wisconsin Statutes; • Incurs a delinquent Wisconsin tax liability; • Fails to submit a non-discrimination or affirmative action plan as required here in; • Fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law); • Becomes a Federally debarred Contractor; • Is excluded from Federal procurement and non-procurement contracts; • Fails to maintain and keep in force all required insurance, permits and licenses as provided in this Contract; • Fails to maintain the confidentiality of DCF’s information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; • Contractor violates other state laws; or • Contractor performance threatens the health or safety of a State employee or State customer. The Contractor may cancel this Contract after providing DCF one hundred and twenty (120) calendar days’ notice of the State’s right to cure a failure of the State to perform under the terms of this Contract. Upon cancellation of this Contract for any reason, or upon Contract expiration, each party shall be released from all obligations to the other party arising after the date of cancellation or expiration, except for those that by their terms survive such cancellation or expiration.

  • RIGHTS ON CANCELLATION 21.1 If this Agreement or Purchase Order is cancelled in whole or in part in terms of clause 20 [Total or Partial Failure to Perform], Transnet may execute or complete this Agreement with any other entity and do so on such terms as it may deem proper, or may procure other comparable Goods/Services in substitution for those neglected to be manufactured or supplied or rejected as aforesaid, and may recover from the Supplier the difference between the cost of such Goods/Services and the Price [if the latter was lower] as well as any costs and expenses [including any additional transport costs] which Transnet may have had to incur in consequence of the Supplier’s/Service Provider’s default. 21.2 Any amount which may be recoverable from the Supplier/Service Provider in terms of clause 21.1 above, without prejudice to any other legal remedies available to Transnet, may be deducted in whole or in part from any monies in the hands of Transnet and due for payment to the Supplier/Service Provider.

  • Withdrawal of Shares and Cancellation of Certificates Upon receipt of Written Instructions, PFPC shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of outstanding shares by the number of shares surrendered by the Fund.

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