Common use of Termination for Material Reason Clause in Contracts

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.

Termination for Material Reason. (a) Subject to the provisions of a Direct Agreement (if any), if 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 the Agreement ("Early Termination") by giving the other Party notice. A notice of Early Termination may be given by telephone, provided that 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 ("Early Termination Date"). The Early Termination Date may not be earlier than the day the notice is deemed to have been received under this the Agreement nor later than twenty (20) calendar days after such day. With effect from the Early Termination Date Date, all further payments and performance in respect of this the 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 damages for non-fulfilment to the other Party the Termination Amount in an amount (if any) calculated in accordance with § 19.1 9 (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 On, or as soon as reasonably practicable after the Early Termination Date, the Terminating Party shall calculate in a commercially reasonable manner manner, and shall notify the other Party of of, the Termination Amount (if any) to be received or paid by it, determined in accordance with § 9 (Calculation of the Termination Amount). (d) The Termination Amount shall be payable by the relevant Party to the other Party within ten three (103) Business Days of its notification by the Terminating Party. (e) In calculating the Termination Amount, the The Terminating Party may take into account any Performance Assurance or credit support available pursuant to this the Agreement or any Credit Support Document. (f) The right to designate an Early Termination Date under this § 18.3 8.3 is in addition to any other remedies available under this the Agreement or Applicable at Law.

Termination for Material Reason. (a) Subject to the provisions of a Direct Agreement (if any), if If a Material Reason (as defined in § 18.5 (Definition of Material Reason)below) with respect to a Party has occurred and is continuing, the other Party (the "“Terminating Party"”) may terminate this the Agreement ("“Early Termination"”) by giving the other Party notice. A notice of Early Termination may be given by telephone, provided that 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 this 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 this Agreement 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 the Termination Amount in an amount (if any) calculated in accordance with § 19.1 11.1 (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 On, or as soon as reasonably practicable after after, the Early Termination Date, the Terminating Party shall calculate in a commercially reasonable manner manner, and shall notify the other Party of of, the Termination Amount (if any) to be received or paid by itit deriving from aggregating all Settlement Amounts as stipulated in § 11 (Calculation of the Termination Amount). (d) The Termination Amount shall be payable by the relevant Party to the other Party within ten three (103) Business Days of its notification by the Terminating Party. (e) In calculating the Termination Amount, the The Terminating Party may take into account any Performance Assurance or credit support available pursuant to this the Agreement or any Credit Support Document. (f) The right to designate an Early Termination Date under this § 18.3 10.3 (Termination for Material Reason) is in addition to any other remedies available under this the Agreement or Applicable Lawat law.

Termination for Material Reason. ‌ (a) Subject to the provisions of a Direct Agreement (if any), if 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 the Agreement ("Early Termination") by giving the other Party notice. A notice of Early Termination may be given by telephone, provided that 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 ("Early Termination Date"). The Early Termination Date may not be earlier than the day the notice is deemed to have been received under this the Agreement nor later than twenty (20) calendar days after such day. With effect from the Early Termination Date Date, all further payments and performance in respect of this Agreement 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 the Termination Amount in an amount (if any) calculated in accordance with § 19.1 10 (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 On, or as soon as reasonably practicable after after, the Early Termination Date, the Terminating Party shall calculate in a commercially reasonable manner manner, and shall notify the other Party of of, the Termination Amount (if any) to be received or paid by it, determined in accordance with § 10 (Calculation of the Termination Amount). (d) The Termination Amount shall be payable by the relevant Party to the other Party within ten three (103) Business Days of its notification by the Terminating Party. (e) In calculating the Termination Amount, the The Terminating Party may take into account any Performance Assurance or credit support available pursuant to this the Agreement or any Credit Support Document. (f) The right to designate an Early Termination Date under this § 18.3 9.3 is in addition to any other remedies available under this the Agreement or Applicable at Law.

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.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.