Termination for Material Reason Sample Clauses

Termination for Material Reason. (a) If a Material Reason (as defined below) with respect to a Party has occurred and is continuing, the other Party (the "Terminating Party") may terminate the Agreement ("Early Termination") by giving the other Party notice. A notice of Early Termination may be given by telephone if that notice is confirmed in writing within two Business Days. (b) A notice of Early Termination shall specify the relevant Material Reason for the Early Termination and shall designate a day as an early termination date (the "Early Termination Date"). The Early Termination Date may not be earlier than the day the notice is deemed to have been received under the Agreement nor later than 20 days after such day. With effect from the Early Termination Date all further payments and performance in respect of all Individual Contracts shall be released (and not merely suspended) and existing duties and obligations of the Parties shall be replaced by the obligation of one Party to pay the Termination Amount to the other Party as calculated in accordance with § 11.1 (Termination Amount). (c) If notice designating an Early Termination Date is given, the Early Termination Date shall occur on the date so designated even if the applicable Material Reason is no longer continuing. On, or as soon as practicable after, the Early Termination Date, the Terminating Party shall calculate in a commercially reasonable manner, and shall notify the other Party of, the Termination Amount (if any) to be received or paid by it by deriving the same from aggregating all Settlement Amounts as stipulated in § 11 (Calculation of Termination Amount). (d) The Termination Amount shall be payable by the relevant Party to the other Party within three
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Termination for Material Reason. (a) Subject to the provisions of a Direct Agreement (if any), if a Material Reason (as defined in § 18.5 (Definition of Material Reason)) with respect to a Party has occurred and is continuing, the other Party (the "Terminating Party") may terminate this Agreement ("Early Termination") by giving the other Party notice. A notice of Early Termination may be given by telephone, provided that that notice is confirmed in writing within two (2) Business Days.
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Termination for Material Reason. (a) Subject to the provisions of a Direct Agreement (if any), if a Material Reason (as defined in § 18.5 (Definition of Material Reason)) with respect to a Party has occurred and is continuing, the other Party (the "Terminating Party") may terminate this Agreement ("Early Termination") by giving the other Party notice. A notice of Early Termination may be given by telephone, provided that that notice is confirmed in writing within two (2) Business Days. (b) A notice of Early Termination shall specify the relevant Material Reason for the Early Termination and shall designate a day as an early termination date ("Early Termination Date"). The Early Termination Date may not be earlier than the day the notice is deemed to have been received under this Agreement nor later than twenty (20) days after such day. With effect from the Early Termination Date all further payments and performance in respect of this Agreement shall be released (and not merely suspended) and existing duties and obligations of the Parties shall be replaced by the obligation of one Party to pay to the other Party the Termination Amount in accordance with § 19.1 (Calculation of the Termination Amount). If specified as applying in Section B of Part I (Individual Terms), the Termination Amount shall not be payable as a result of an event of Force Majeure which occurs in accordance with § 18.5(d) (Long Term Force Majeure). (c) If notice designating an Early Termination Date is given, the Early Termination Date shall occur on the date so designated even if the applicable Material Reason is no longer continuing. On or as soon as reasonably practicable after the Early Termination Date, the Terminating Party shall calculate in a commercially reasonable manner and shall notify the other Party of the Termination Amount (if any) to be received or paid by it. (d) The Termination Amount shall be payable by the relevant Party to the other Party within ten (10) Business Days of its notification by the Terminating Party. (e) In calculating the Termination Amount, the Terminating Party may take into account any Performance Assurance or credit support available pursuant to this Agreement or any Credit Support Document. (f) The right to designate an Early Termination Date under this § 18.3 is in addition to any other remedies available under this Agreement or Applicable Law.
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Termination for Material Reason. [ ] Termination Amount shall not be payable as a result of an event of Force Majeure which occurs in accordance with § 18.5(d) (Long Term Force Majeure); otherwise Termination Amount shall be payable as a result of an event of Force Majeure which occurs in accordance with § 18.5(d) (Long Term Force Majeure)
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Termination for Material Reason. (a) If a Material Reason (as defined below) with respect to a Party has occurred and is continuing, the other Party (the “Terminating Party”) may terminate the Agreement (“Early Termination”) by giving the other Party notice. A notice of Early Termination may be given by telephone if that notice is confirmed in writing within two (2) Business Days. (b) (b) A notice of Early Termination shall specify the relevant Material Reason for the Early Termination and shall designate a day as an early termination date (the “Early Termination Date”). The Early Termination Date may not be earlier than the day the notice is deemed to have been received under the Agreement nor later than twenty (20) days after such day. With effect from the Early Termination Date all further payments and performance in respect of all Individual Contracts shall be released (and not merely suspended) and existing duties and obligations of the Parties shall be replaced by the obligation of one Party to pay damages for non-fulfilment to the other Party in an amount (if any) calculated in accordance with § 11.1 (the “Termination Amount”).
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Termination for Material Reason. (a) If a Material Reason (as defined below) with respect to a Party has occurred and is continuing, the other Party (the "Terminating Party") may terminate the Agreement ("Early Termination") by giving the other Party notice. A notice of Early Termination may be given by telephone if that notice is confirmed in writing within two (2) Business Days. (b) A notice of Early Termination shall specify the relevant Material Reason for the Early Termination and shall designate a day as an early termination date (the "Early Termination Date"). The Early Termination Date may not be earlier than the day the notice is deemed to have been received under the Agreement nor later than twenty (20) calendar days after such day. With effect from the Early Termination Date, a ll further pa yme nts a nd pe rforma nce in respect of a ll Ind ividua l Contra cts s ha ll be re leased (and not me re ly suspende d) a nd e xis tin g dutie s a nd ob lig a tio ns of the Pa rties sha ll be re p lac ed by the ob lig a tio n of one P a rty to pay damages for non-fu lfilm ent to the othe r P a rty in x x x mount (if a ny) ca lcu la xxx in a ccorda nce with § 10.110 (Termination Amount) (Calculation of the "Termination Amount").
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Termination for Material Reason. (a) Upon the occurrence of a Material Reason as described in the Operating Rules for Derivatives Transactions on Powernext, LCH.Clearnet SA shall be entitled, by mere notification to the Clearer, to suspend the performance of its obligations under the Terms of Business and to terminate the Admission Agreement and all outstanding obligations between the Parties, irrespective of the location where they are entered into or performed. Such notification shall specify the Termination Date in accordance with Article 8.5 of this Admission Agreement. (b) If a Material Reason occurs, LCH.Clearnet SA reserves the possibility, at its full discretion, not to proceed with the aforementioned termination and to work with the Clearer, in co-operation with any other interested person, to grant it a period of time in order to enable it to remedy the Material Reason to the extent possible, and/or to register new transactions in the name of the Clearer but only to the extent that such new transactions contribute, in the opinion of LCH.Clearnet SA, to the reduction of its risks.
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Termination for Material Reason. The Agreement may be terminated for one or more of the following reasons (each, a "Material Reason"): (a) In case of failure to pay, provided that such failure is not cured within two (2) Business Days of a written demand; (b) In case of failure to deliver Credit Support or Performance Assurance, provided that such failure is not cured within three (3) Business Days of a written demand; (c) The failure of a Party to comply with its obligation to deliver or accept electricity under an Individual Contract for more than seven (7) consecutive days or for more than seven (7) days in aggregate within a period of sixty (60) days; (d) representation or warranty when made or repeated or deemed to have been made or repeated by a Party or by its Credit Support Provider in a Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated.
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Termination for Material Reason and § 9.4 (Automatic Termination) by calculating the sum (whether positive or negative) of all Settlement Amounts for all Individual Contracts plus any or all other amounts payable between the Parties under or in connection with the Agreement.
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Related to Termination for Material Reason

  • Termination for Material Breach Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

  • Termination for Good Reason The Employee's employment may be terminated by the Employee for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

  • Termination for Good Cause During the Initial Term or a Renewal Term, a party (the “Terminating Party”) may only terminate the Agreement against the other party (the “Non-Terminating Party”) for good cause. For purposes of this Agreement, “good cause” shall mean:

  • Termination for Cause; Voluntary Termination (a) The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. (b) If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”): (i) the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; (ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); (iii) expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and (iv) any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.

  • Termination for Just Cause In the event that the EMPLOYERS terminate the employment of the EMPLOYEE during the TERM because of the EMPLOYEE'S personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure or refusal to perform the duties and responsibilities assigned in this AGREEMENT, willful violation of any law, rule, regulation or final cease-and-desist order (other than traffic violations or similar offenses), conviction of a felony or for fraud or embezzlement, or material breach of any provision of this AGREEMENT (hereinafter collectively referred to as "JUST CAUSE"), the EMPLOYEE shall not receive, and shall have no right to receive, any compensation or other benefits for any period after such termination.

  • Voluntary Termination for Good Reason “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Termination for Cause If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30) days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

  • Notice of Voluntary Termination Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the PBGC in connection with the termination of any Plan.

  • Termination for Cause or Voluntary Termination If the Executive’s employment terminates pursuant to Section 6(c) [For Cause] or Section 6

  • Involuntary Termination for Cause If the Employee's employment is terminated for Cause, then the Employee shall not be entitled to receive severance payments. The Employee's benefits will be terminated under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination.

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