Termination and Wind-Up Sample Clauses
The TERMINATION AND WIND-UP clause outlines the procedures and conditions under which an agreement or contractual relationship may be brought to an end and the subsequent steps for settling outstanding matters. It typically specifies the events or breaches that can trigger termination, the notice requirements, and the responsibilities of each party upon termination, such as returning property, settling accounts, or completing final obligations. This clause ensures a clear and orderly process for concluding the relationship, minimizing disputes and uncertainties when the contract ends.
Termination and Wind-Up. 23.01 Upon termination of this Agreement for whatever cause, the Management Committee shall administer wind-up of the Joint Venture and shall dispose of JV Assets in such manner as the Management Committee determines, consistent with practices of corporate law and practice, and shall distribute the net JV Assets, after discharge of all encumbrances, in accordance with outstanding Interests. At the time of wind-up of the Joint Venture or termination of the Project for any reason, the Management Committee shall meet and approve a procedure for the retention, maintenance and disposal of documents (the "Documents") and shall appoint such Party as may consent thereto to ensure that all proper steps are taken to implement and maintain that procedure. If the Management Committee fails to approve a procedure as aforesaid, the Operator, if a Party, otherwise a Party holding an Interest as at the date immediately preceding the date the management Committee was called to meet, shall retain, maintain and dispose of the Documents according to such procedure, in compliance with all applicable laws, as it deems fit. The Party entrusted with the retention, maintenance and disposal of the Documents shall estimate the costs and expenses incidental thereto and shall be entitled to receive payment of those costs and expenses prior to any distribution being made of the Assets or the revenues received on the disposal thereof.
Termination and Wind-Up. 6.10.1 In the event that a Constructing Party terminates Work pursuant to section 9.4, each Paying Party shall reimburse the Constructing Party for such Paying Party’s Allocated Share of any Termination Cost of such Work within thirty (30) days after the Constructing Party has incurred such Termination Cost and has submitted an invoice therefor to such Paying Party (or, if the Paying Party is also the Constructing Party with respect to such Work, shall bear its Allocated Share of any Termination Cost of such Work).In the event that a Constructing Party terminates Work pursuant to section 10.3 or 12 (as a result of a Paying Party defaulting under section 10 or a Withdrawing Paying Party withdrawing under section 12), the Defaulting Paying Party or Withdrawing Paying Party as the case may be shall reimburse the Constructing Party for 100% of any Termination Cost of such Work within thirty (30) days after
6.10.2 If any Paying Party disputes any Termination Cost as invoiced by the Constructing Party, any such Paying Party or such Constructing Party may initiate informal dispute resolution pursuant to section 17 and, if the dispute over the Termination Cost is not resolved by such informal dispute resolution process, may initiate arbitration with respect to any factual issues by arbitration pursuant to section 17 or other appropriate proceedings with respect to any other issues; provided that any such informal dispute resolution and arbitration must be commenced within sixty (60) days of receipt of an invoice for such Termination Cost.
6.10.3 In the event a termination of Work pursuant to this Agreement results in a dispute between the Constructing Party and a contractor or vendor, the Constructing Party shall not settle such contractor’s or vendor’s claim (if and to the extent the cost of such settlement would constitute Termination Cost) without the written consent of any Paying Party(ies) with respect to such Termination Cost, which consent shall not be unreasonably withheld.
Termination and Wind-Up. In the event of termination of the Consortium established by this Agreement, either at the conclusion of the initial Term, or at the end of any additional extended term agreed to by the Parties, any funds remaining in the Consortium Account shall be returned to those Participants who are part of the Consortium at the time of termination based upon the same percentage (rounded to seven decimal digits) as was used in determining the Contribution Amount set forth in Attachment “A”, including any subsequent addendum necessitated by addition or reduction in the number of Participants (as reflected at the time of termination). Such funds shall be disbursed to the Participants remaining on the date of Termination no more than thirty (30) days after the date of Termination. By way of example, using the initial cost sharing summary, Hellam Township's share ($3,001) is 0.015005 of the total ($200,000). Yorkana Borough's share ($69) is 0.000345 of the total ($200,000). These decimals would be used to allocate the refund of any remaining funds on termination of the Consortium.
Termination and Wind-Up. (a) If
(i) the Parties are unable to agree on a substitute pricing mechanism as set forth in Section 5, or
(ii) payment by a Party to the other Party is not made when due in accordance with the terms hereof, or
(iii) Customer fails to pay interest at the Default Rate on late amounts due in accordance with Section 9(b), then the foregoing shall constitute a default hereunder, and the non-defaulting Party shall, after (A) the expiration of 20 days following the date the non-defaulting Party sends specific written notice to the defaulting Party of the occurrence of such event, and (B) such event remains uncured, have the right to terminate this Agreement, provided that (1) Section 8(c)(iii), Section 8(d), Section 9(c), Section 11 and Sections 13 through 28 shall survive any termination hereof, and provided Customer shall be obligated to pay Supplier for any Raw Material delivered to Customer at the Delivery Point prior to such termination, and (2) such termination, absent written agreement to the contrary, may be immediate and need not be subject to any further Termination Notice or Windup Period.
Termination and Wind-Up. 5.04.1. Municipalities may elect to terminate this Agreement at the end of each regularly scheduled Pennsylvania Department of Environmental Protection General MS4 Permit period (hereinafter referred to as the “Permit Period”). Should the Permit Period be administratively extended by the Pennsylvania Department of Environmental Protection, that later date shall be deemed to be the end of the Permit Period for purposes of this section.
5.04.2. A Municipality electing to discontinue participation (“Discontinuing Municipality”) in the Program shall elect to terminate its participation herein through the adoption of a resolution or ordinance not later than one hundred-eighty (180) days prior to end of a Permit Period. Termination shall be effective at 11:59 P.M. on the last day of the Permit Period with Tier Level of Service costs prorated as of such last day. The fund administrator will provide to the Discontinuing Municipality an accounting of the pro-rated costs within ninety (90) days of the date of termination including any charges against which the refund is set-off. Termination will not affect debts and costs previously incurred by the Municipality in accordance with its participation in the Program or the Discontinuing Municipality’s obligation to pay thereon; however, in no event may an invoice related to such debts and costs exceed the amount that the Discontinuing Municipality duly assumed through an election to participate in the selected Tier Level of Service or Projects during its participation in the Program. Debts incurred during the participation in the Program will not be discharged as to the Discontinuing Municipality until such time as the original debts incurred by Dauphin County and accepted by the Municipality in furtherance of the Projects have been satisfied. At the request of a Municipality, Dauphin County will provide a one-time payment option, if accurately calculable, at the date of termination to cover future Program related debt and costs, as opposed to payments for the term of outstanding debt issuances.
5.04.3. In the event of termination of this Agreement as to all Municipalities for the discontinuance of the Program through mutual agreement, any funds remaining in the Dauphin County Stormwater Account, subject to any offsets necessary to retire any outstanding debt related to the Program, shall be returned to those Municipalities who remain participants in this Agreement at the time of termination based upon the contribution ...
Termination and Wind-Up. In the event of termination of the Consortium established by this Agreement, either at the conclusion of the initial Term, or at the end of any additional extended term agreed to by the Parties, any funds remaining in the Consortium Account shall be returned to those Participants who are part of the Consortium at the time of termination. For Participants who hold an MS4 Permit, any remaining BMP Project contributions shall be returned based upon their percentage (rounded to three decimal digits) of the total Participant BMP contributions as reflected at the time of termination. For Participants who have an MS4 Permit Waiver or are non-MS4s, any remaining administration contributions shall be returned based upon their percentage of the total Participant administration contributions as reflected at the time of termination. Such funds shall be disbursed to the Participants remaining on the date of Termination no more than thirty (30) days after the date of Termination.
Termination and Wind-Up