Withdrawal of a Party. Notwithstanding anything contained in this Agreement to the contrary, any Party or Implementor hereto shall have the right to withdraw as a Party or Implementor to this Agreement by providing thirty (30) days prior written notice to the Executive Director and the Chair or Co-Chairs of the Executive CouncilBoard of Directors as set forth in section 9.2, above. On the day following the end of such thirty (30) day period, the withdrawing Party or Implementor shall no longer be considered a Party or Implementor to this Agreement and its representatives will no longer be members of any council under this Agreement. If a Party or Implementor withdraws under this Section 9.3: (a) all monies previously paid hereunder shall be conclusively deemed earned and not subject to return to such Party or Implementor; (b) any future funding responsibility of such Party or Implementor for the longer of the period of such thirty (30) days or until the next fiscal year shall be required; (c) this Agreement shall continue as to the remaining Parties and Implementors; and (d) the withdrawing Party or Implementor is no longer entitled to the benefits of being a Party to this Agreement, except to the extent Paragraph 3.10b, as amended from time to time, provides all local governments with certain benefits.
Withdrawal of a Party. 12.5.1. With the exception of the Managing Party, each Party may withdraw from the Project by terminating this Agreement giving six months’ notice. Such a termination shall only affect the withdrawing Party and the Agree- ment shall continue to be in force as between the remain- ing Parties. A Party withdrawing from the Agreement shall be obliged, to the best of its efforts, to fully execute and complete any Key Contributions it has committed to the Project, regardless of its withdrawal. Following the written permission of the other Parties such obligation pertaining to a Key Contribution may be assigned and transferred to a third party.
Withdrawal of a Party. 11.1.1 A Party may withdraw from this Agreement effective on the last day of a calendar year by giving written notice to the Board at least two years prior to the proposed effective date for withdrawal.
Withdrawal of a Party. Any Party may unilaterally withdraw from this STP Project Agreement by providing written notice to the other Parties; provided, however, that the withdrawing Party shall continue to be obligated to pay its share of costs incurred pursuant to the approved annual budget through the remainder of the calendar year in which the written notice to withdraw is provided. Notwithstanding the above, Western Area Power Administration shall be exempt from these payment requirements only if its compliance would violate the Federal Anti-Deficiency Act (31 U.S.C. §1341).
Withdrawal of a Party. Upon a transfer by a Selling Party to one or more Non-Selling Parties, as applicable, of all of the Selling Party's ownership interest in the Aircraft, in a transaction that does not cause a termination of this Agreement under Section 2.1 hereof, said Selling Party shall be deemed to have withdrawn from this Agreement and shall no longer be party to this Agreement, but this Agreement shall remain in full force and effect for the benefit of the Non-Selling Parties
Withdrawal of a Party. A party to this Agreement may cease to be a party hereto or may discontinue participation in any program, and may withdraw as a party to this Agreement or from any program, in the manner hereinafter provided:
Withdrawal of a Party. A Party may withdraw from this MOA by giving at least 30 days’ written notice of its election to do so to all Parties (“Withdrawal Effective Date”). Upon receipt of such notice of withdrawal (“Notice of Withdrawal Date”), and, notwithstanding any other provision in this MOA, such Party will have no further obligations for any costs incurred pursuant to this MOA subsequent to the Notice of Withdrawal Date. Prior to the Withdrawal Effective Date or as soon as an accounting can be completed, the withdrawing Party must pay its proportionate share of any outstanding expenses incurred under this MOA through the Notice of Withdrawal Date. Alternatively, to the extent that the withdrawing Party has made contributions in excess of its proportionate share of expenses incurred through the Notice of Withdrawal Date and there are no other known or reasonably foreseeable claims, demands, damages or liability incurred prior to the Notice of Withdrawal Date, then the Contracting Agency will cause any such excess contributions to be refunded to the withdrawing Party within 60 days of the Withdrawal Effective Date. Notwithstanding any refund made to a withdrawing Party, the withdrawing Party will remain responsible for its proportionate share of any claims, demands, damages, or liability arising from this MOA through the Notice of Withdrawal Date for such Party.
Withdrawal of a Party. Notwithstanding anything contained in this Agreement to the contrary, any Party or Implementation Partner hereto shall have the right to withdraw as a Party or Implementation Partner to this Agreement by providing thirty (30) days prior written notice to the Executive Director and the Chair of the Board of Directors as set forth in section 7.2, above. On the day following the end of such thirty (30) day period, the withdrawing Party or Implementation Partner shall no longer be considered a Party or Implementation Partner to this Agreement and its representative will no longer be a member of the Board of Directors. If a Party or Implementation Partner withdraws under this Section 7.3: (a) all monies previously paid hereunder shall be conclusively deemed earned and not subject to return to such Party or Implementation Partner; (b) any funding responsibility of such Party or Implementation Partner shall cease; (c) this Agreement shall continue as to the remaining Parties and Implementation Partners; and (d) the withdrawing Party or Implementation Partner is no longer entitled to the benefits of being a Party to this Agreement.
Withdrawal of a Party. A Party may withdraw from this Agreement by providing at least twelve (12) months prior written notice of its intent to withdraw to the other Parties. Withdrawal shall not act to discharge any liability incurred by the Party prior to withdrawal. Such liability shall continue until discharged by law or agreement of the remaining Parties. If a Party withdraws from the Department, and the remaining Parties decide to continue the operations of the Department under the terms of this Agreement, including any amendment(s) thereto to change the allocation formula, the withdrawing Party shall be entitled to distribution under this and the remaining Parties shall pay the withdrawing Party for its interest in the Department’s assets and funds in proportion to the percentage of annual contribution of funds by the Party to the Department at the time of withdrawal. If the Parties do not agree on the fair market value of a non-liquid asset, the Department may submit the item to a professional appraiser, whose written opinion of the fair market value shall be conclusive. The distribution to the withdrawing Party shall be reduced by the amount of unfunded liabilities or unpaid expenses as of the end of said fiscal year, unless the withdrawing Party assumes responsibility to pay such unfunded liabilities or unpaid expenses. If the withdrawing Party wishes to sell its share, the remaining Party or Parties shall have the right to purchase said share at its current value before it is offered to any other potential purchaser and in any case shall have a right of first refusal at a price equal to that offered by the selling Party by any third party.
Withdrawal of a Party. Any Party may withdraw from the Collaboration Agreement with the unanimous consent of the other Parties in accordance with clause 64 (a Withdrawing Party) which consent may be subject to such conditions as the other Parties may unanimously decide including the conditions specified in clause 61.5. For the avoidance of doubt, the Authority must be given prior written notice of the withdrawal and the withdrawal will not impact or limit the other Parties obligations in connection with the Collaboration Agreement or the Grant Agreement. The remaining Parties will use reasonable endeavours to promptly reallocate the responsibilities of the Withdrawing Party either between the remaining Parties or through the appointment of one or more Additional Parties in accordance with clause 60. A Withdrawing Party will not be entitled to recover any of its costs incurred in connection with the Project including its Contribution already made to the Project. A Withdrawing Party will comply with any conditions imposed on the Withdrawing Party including pursuant to clause 61.2, which may include conditions that: the rights granted to the other Parties in respect of the Withdrawing Party’s Background IPRs and Developed IPRs under clause 56 continue for the duration of the Project; the Withdrawing Party grants to any other Party a non-exclusive licence, on fair and reasonable terms to be agreed, for any other Party to commercially exploit: the Developed IPRs of the Withdrawing Party; the Developed IPRs of the Withdrawing Party who is a joint owner of the Developed IPRs; and/or the Background IPRs of the Withdrawing Party (subject to third party obligations), to the extent the other Party's ability to commercially exploit its Developed IPRs is dependent on the Withdrawing Party’s Background IPRs, so as to give effect to the exploitation provision in clause 56. Removal of a Party for breach or insolvency Drafting Note (to be removed) This provision is provided as a balanced clause that might be adapted on a case-by-case basis, provided the final provision is consistent with the Grant Agreement. If any Party (in this clause 61.6, a Breaching Party) commits a material breach of this Collaboration Agreement: the other Parties who are not in breach (in this clause 61.6, each being a Non-Breaching Party) may, if they unanimously agree and in consultation with the Authority, serve a written notice on the Breaching Party (with a copy to the Authority) setting out the particulars of the br...
