Termination and Wind-Up Sample Clauses

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.
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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.
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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.
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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.
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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 ...
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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.
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Termination and Wind-Up 
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Related to Termination and Wind-Up

  • Termination and Withdrawal After the fifth anniversary of the effective date of this Agreement, this Agreement may be terminated by a unanimous vote of the Incorporating Parties or their successors or assigns. If the Incorporating Parties vote to terminate this Agreement, they will file with the Commission and the PSC an explanation of their action and a proposal for an alternate plan for the safe, reliable and efficient operation of the NYS Transmission System. Except as otherwise provided in this Section 3.02, any Party may withdraw from this Agreement upon ninety (90) days prior written notice to the ISO Board. In the case of an Investor-Owned Transmission Owner, no further approval by the Commission is needed for such withdrawal from the ISO Agreement, if such Investor-Owned Transmission Owner has on file with the Commission its own open access transmission tariff. Any modification to this Article shall provide any Party with the right to withdraw from the Agreement pursuant to the unmodified provisions of this Article, within ninety (90) days of the effective date of such modification. If the tax-exempt status of LIPA’s Tax Exempt Bonds are jeopardized by LIPA’s participation in the ISO, LIPA may withdraw from this Agreement upon thirty (30) days prior written notice to the ISO Board; however, LIPA shall provide earlier notice whenever and as soon as it is reasonably practicable to do so. Any such notice shall contain an explanation in reasonably sufficient detail of the grounds for withdrawal. To the extent reasonably requested by LIPA, the ISO shall treat this explanation as confidential consistent with the ISO’s confidentiality procedures.

  • Termination and Dissolution 8.1 Party B represents and warrants that it has terminated its employment with his former employer, if applicable, when signing this Contract. 8.2 This Contract may only be amended upon written agreement of both Parties. 8.3 On the Expiration Date, this Contract shall be automatically renewed for an additional term of 3 years, unless either Party notifies the other Party of its decision not to renew this Contract. 8.4 This Contract may be terminated, dissolved or renewed by either Party pursuant to the Labor Law of the People’s Republic of China and other applicable government rules and regulations. 8.5 If Party A terminates the Contract in violation of the provisions herein, then Party A shall be liable for any losses incurred by Party B pursuant to the provisions of Labor Law of the People’s Republic of China. 8.6 Upon dissolution or termination of this Contract by the Parties for any reason, Party B shall immediately cease all activities conducted in the name of Party A, complete outstanding business as per Party A’s requests, settle all accounts, carry out any work-related transitions, and return all Party A’s properties, including but not limited to: (a) all documents and files with respect to Party A, Party A’s management, operation and products and the copies thereof, which are maintained, used or controlled by Party B; (b) name lists and information relating to Party A’s suppliers, clients and other business contacts; (c) software, disks, hardware and CDs containing Party A’s data and information; and (d) instruments, uniforms, apparatuses, equipment and other office appliances, etc., which have been provided to Party B by Party A for work purposes. 8.7 Upon dissolution or termination of this Contract, any indemnification liabilities borne by Party A shall be paid to Party B upon completion of the work-related transitions and other obligations under Article 8.6. 8.8 Upon dissolution or termination of this Contract, Party A shall issue labor contract termination certificate evidencing such termination. In addition, Party A shall also arrange transfers of Party B’s social insurance and welfare documentation in accordance with applicable laws and procedures.

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or (iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • Termination and Waiver SECTION 8.01. Termination....................................................76 SECTION 8.02.

  • Termination and Liquidation Section 9.01.

  • Disposition and Termination (a) The Parties shall act in accordance with, and Escrow Agent shall release the Escrow Deposit or portion thereof in this Section 3(a) as follows: (i) Party B will deliver a written direction letter, with e-mail being sufficient, in substantially the form of Exhibit A annexed hereto (the “Direction Letter”) to Escrow Agent (i) confirming to Escrow Agent that the closing under the Agreement and Plan of Merger dated as of January 16, 2020 (the “Merger Agreement”) by and among Party B, Far Point Acquisition Corporation, a Delaware corporation (“FPAC”) and the other parties thereto is scheduled to be consummated on the next Business Day following delivery of the Direction Letter and (ii) directing Escrow Agent to disburse from the Escrow Account the Escrow Deposit to the account of FPAC specified herein (the “FPAC Account”). Following receipt of the Direction Letter, Escrow Agent shall promptly disburse, via wire transfer of immediately available funds, the Escrow Deposit to the FPAC Account and provide to Party A and Party B federal reference numbers for the wire transfer. If the Forward Purchase Price (as defined in the Forward Purchase Agreement dated as of May 18, 2018 between FPAC and Party A) is less than the Escrow Deposit, then Party A and Party B shall, no later than the Closing Date, deliver a direction letter (signed by each of them) to Escrow Agent to disburse the amount equal to the excess of the Escrow Deposit over the Forward Purchase Price to Party A on or promptly after the Closing Date. If the Merger Agreement has been terminated (as may be confirmed to Escrow Agent by Party A or Party B), then the Escrow Deposit will be immediately (and in any event, within one (1) Business Day) returned to Party A. The Parties acknowledge and agree that Party A shall have no right to object to any Direction Letter and any objection or other instruction which attempts to prevent or delay the release of any such funds pursuant to any Direction Letter shall be ignored by the Escrow Agent without any liability. Escrow Agent may rely upon the validity, accuracy, and content of the statements contained in any Direction Letter or confirmation delivered pursuant to this Section 3. Party B shall simultaneously provide a copy of any Direction Letter to Party A. Escrow Agent shall be entitled to conclusively presume that Party A contemporaneously received each Direction Letter received by Escrow Agent. (ii) Escrow Agent shall disburse the Escrow Deposit, or any portion thereof, to Party A upon the joint written instruction of both Party A and Party B in substantially the form of Exhibit B annexed hereto (a “Joint Instruction”). Notwithstanding anything to the contrary set forth in Section 8, and other than as set forth above, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Deposit, must be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of the designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedule 1-A and 1-B (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email only at the fax number or email address set forth in Section 8 below. Each Designation of Authorized Representatives shall be signed by a Secretary, any Assistant Secretary or other duly authorized person of the named Party. No instruction for or related to the transfer or distribution of the Escrow Deposit shall be deemed delivered and effective unless Escrow Agent actually shall have received it by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and in the case of a facsimile, as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Deposit if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. Notwithstanding anything to the contrary, the Parties acknowledge and agree that Escrow Agent (i) shall have no obligation to take any action in connection with this Agreement on a non-Business Day and any action Escrow Agent may otherwise be required to perform on a non-Business Day may be performed by Escrow Agent on the following Business Day and (ii) may not transfer or distribute the Escrow Deposit until Escrow Agent has completed its security procedures. (b) Each Party authorizes Escrow Agent to use the funds transfer instructions (“Initial Standing Instructions”) specified for it below to disburse any funds due to FPAC without a verifying call-back or email confirmation as set forth below: FPAC: Bank Name: Bank Address: ABA number: Credit A/C Name: Credit A/C # If Applicable: FFC A/C Name: FFC A/C #: FFC A/C Address: (c) In the event any funds transfer instructions other than the Initial Standing Instructions are set forth in a permitted instruction from a Party or the Parties in accordance with this Agreement (any such additional funds transfer instructions, “Additional Standing Instructions” and, together with the Initial Standing Instructions, the “Standing Instructions”), Escrow Agent will confirm such Additional Standing Instructions by a telephone call-back or email confirmation to an Authorized Representative of such Party or Parties, and Escrow Agent may rely and act upon the confirmation of anyone purporting to be that Authorized Representative. No funds will be disbursed until such confirmation occurs. Each Party agrees that after such confirmation, Escrow Agent may continue to rely solely upon such Additional Standing Instructions and all identifying information set forth therein for such beneficiary without an additional telephone call-back or email confirmation. Further, it is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to any Standing Instructions, only the date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. (d) The persons designated as Authorized Representatives and telephone numbers for same may be changed only in a writing executed by an Authorized Representative or other duly authorized person of the applicable Party setting forth such changes and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Escrow Agent will confirm any such change in Authorized Representatives by a telephone call-back or email confirmation to an Authorized Representative and Escrow Agent may rely and act upon the confirmation of anyone purporting to be that Authorized Representative. (e) Escrow Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may rely upon the identifying number of the beneficiary’s bank or any intermediary bank included in a funds transfer instruction provided by a Party or the Parties and, if applicable, confirmed in accordance with this Agreement. Further, the beneficiary’s bank in the funds transfer instructions may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and, if applicable, confirmed in accordance with this Agreement even though it identifies a person different from the named beneficiary.

  • Termination and Expiration 13.1 YALE shall have the right to terminate this Agreement after written notice to LICENSEE in the event LICENSEE: (a) fails to make any material payment due and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) within the thirty (30) day period after receipt of written notice from YALE; or (b) commits a material breach of any other provision of this Agreement which is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from YALE, or upon receipt of such notice if such breach is not capable of being cured; or (c) fails to obtain or maintain adequate insurance as described in Article 14, whereupon YALE may terminate this Agreement immediately upon written notice to LICENSEE. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE in the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for the benefit of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.3 LICENSEE shall have the right to terminate this Agreement upon written notice to YALE: (a) at any time on three (3) months’ notice to YALE, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout the effective date of termination; or (b) in the event YALE commits a material breach of any of the provisions of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; and (c) all payments incurred up to the effective date of termination. LICENSEE’S payment obligations under the Agreement shall terminate upon the effective date of termination except with respect to payments incurred prior to such effective date. Notwithstanding the foregoing, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on the date of termination of this Agreement subject to Article 13.4(c). Notwithstanding the foregoing, each SUBLICENSEE shall have the continuing obligation to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such termination, and shall continue until the earlier of the events to occur in Article 6.1(d)(í) for each such ROYALTY PRODUCT. 13.5 Termination of this Agreement shall not affect any rights or obligations accrued prior to the effective date of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: Article

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Termination and Renewal This Agreement shall be in full force and effect until December 31, 2021, and shall continue in effect from year to year thereafter unless either party gives notice, in writing, at least sixty (60) days prior to any expiration or modification date of its desire to terminate or modify such Agreement; provided that, in the event the Union serves written notice in accordance with this Section, any strike or stoppage of work after any expiration or modification date shall not be deemed in violation of any provision of this Agreement, any other provision to the contrary notwithstanding.

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