Withdrawal of Participants. Any Participant may withdraw from this Agreement (“Withdrawing Participant”) by: (1) submitting notice, in writing to all Parties at least two (2) years in advance of the effective date of such withdrawal, provided that such withdrawal shall only be effective on the last day of a Fiscal Year and that the Withdrawing Participant has fully satisfied all obligations it has incurred under this Agreement not later than the effective date of withdrawal; and (2) fully withdrawing its participation in the Service Agreement or Service Agreements it is signatory to, under which the Participant receives Power Management and Administrative Services, pursuant to the terms and conditions for withdrawal or termination specified in said Service Agreement or Service Agreements not later than the effective date of withdrawal from this Agreement; provided, however, if the withdrawal or termination provisions specified in the Service Agreement or Service Agreements in which the Withdrawing Participant is signatory require a notice of withdrawal or termination of less than two (2) years, the length of withdrawal notice required under this Agreement shall be made to be coterminous with the greatest length of notice contained in said Service Agreement or Service Agreements. The withdrawal requirements stated herein may be altered upon mutual agreement between NCPA and the Withdrawing Participant whereby all un-discharged liabilities, credits or obligations of the Withdrawing Participant, including any contingent liabilities, credits or obligation, are fully satisfied. NCPA and the Withdrawing Participant shall negotiate in good faith and shall cooperate in reaching such mutual agreement. The two (2) year duration of the notice requirement may be waived or reduced by the Commission in its sole discretion. Notwithstanding the provisions of this Section 7.2, a participant under the Amended and Restated Facilities Agreement that terminates its membership in the joint powers agency pursuant to the Joint Powers Agreement, but has not withdrawn is participation in the Amended and Restated Facilities Agreement, shall continue its participation in the Amended and Restated Facilities Agreement as a non-Member participant pursuant to Section 15.5 of the Amended and Restated Facilities Agreement. Withdrawal by any Participant shall not terminate this Agreement as to the remaining Participants. Pursuant to the respective Project Agreements, NCPA shall make available or cause to be made avail...
Withdrawal of Participants. No Participant may withdraw from this Agreement except as otherwise provided for herein.
Withdrawal of Participants. Participants may withdraw from this Agreement with 30 days written notice to all Participants, provided that any residual financial obligations pursuant to paragraph 14 herein shall survive such withdrawal until satisfied. Residual financial obligations will include any outstanding invoices for Dues as well as the withdrawing Participant’s share of any Special Project contractual obligations existing at the time of withdrawal. To the extent possible, the scope and cost associated with any such Special Project contractual obligations will be reduced to address the withdrawal of the Participant, with a proportional reduction in the withdrawing Participant’s financial obligation related to such Special Projects. No Dues refunds will be made.
Withdrawal of Participants. Any Participant may withdraw from this Agreement (“Withdrawing Participant”) by submitting notice, in writing to all Parties at least two (2) years in advance of the effective date of such withdrawal, provided that such withdrawal shall only be effective on the last day of a Fiscal Year and that the Withdrawing Participant has fully satisfied all obligations it has incurred under this Agreement. The two (2) year duration of the notice requirement may be waived or reduced by the Commission in its sole discretion. Withdrawal by any Participant shall not terminate this Agreement as to the remaining Participants.
Withdrawal of Participants. No Participant may withdraw from this Agreement after the Effective Date.
Withdrawal of Participants. 16.1 A Participant wishing to withdraw from the Joint Venture (a ‘Withdrawing Participant’) shall give to the Operating Committee and each of the other Participants written notice of its intention to withdraw. Such notice shall contain an offer by the Withdrawing Participant to sell its Ownership Interest to the other Participants at a price set by the Withdrawing Participant.
(a) The offer referred to in Clause 16.1 shall be made to the other Participants in proportion to the respective percentages of Ownership Interest which they would each own if the Withdrawing Participant’s Ownership Interest were excluded and shall be open for acceptance or rejection in full by each of the other Participant within forty (40) days of the date of the notice.
(b) If each of the other Participants so accepts its ownership percentage proportion of the Withdrawing Participant’s Ownership Interest all Participants shall use their best endeavours to effect the necessary transfers and payments as soon as practicable (which without good cause shall be no later than three (3) months from the date of acceptance by the last of the other Participants). The necessary transfers shall be effected as agreed by the Withdrawing Participant and the other Participants.
(a) If, however, any of the other Participants does not take up its proportion of the Withdrawing Participant’s Ownership Interest in accordance with Clause 16.2, such Ownership Interest shall be offered by the Withdrawing Participant to the accepting Participants in proportion to the respective percentages of Ownership Interest which they would each own if the WithdrawingParticipant’s Ownership Interest and the non-accepting other Participant’s Ownership Interest were excluded and further offers shall be made iteratively on the same basis until it is ascertained whether or not there is any part of the Withdrawing Participant’s Ownership Interest which none of the other Participants wish to take up. Each such subsequent offer shall be accepted or rejected in full by each offeree Participant concerned within ten (10) days of the date of the offer.
(b) If the whole of the Withdrawing Participant’s Ownership Interest are taken up by the other Participants pursuant to (a) above all Participants involved shall use their best endeavours to effect the necessary transfers and payments as soon as practicable (which without good cause shall be no later than three (3) months from the date of acceptance by the last of the accepting Par...
Withdrawal of Participants. No Participant may withdraw from this Agreement except as provided herein Refer Section 7 above for discussion. However, NCPA will use its best efforts to assist any Participant that wishes to transfer all or any portion of its rights pursuant to Section 7 above.
Withdrawal of Participants. Any Participant may withdraw from this Agreement (“Withdrawing Participant”) by: (1) submitting notice, in writing to all Parties at least two (2) years in advance of the effective date of such withdrawal, provided that such withdrawal shall only be effective on the last day of a NCPA fiscal year and that the Withdrawing Participant has fully satisfied all obligations it has incurred under this Agreement; and (2) divesting its Project Participation Percentage share of all NCPA Projects through a permanent transfer, sale, assignment or exchange, so that (i) the Withdrawing Participant permanently disposes of its legal and contractual obligation to pay for all Project Costs, and other related costs, including disposing of its obligations specified in each respective Project Agreement and Project Indenture of Trust, and (ii) the party (or parties) taking permanent transfer, sale, assignment or exchange of the Withdrawing Participant’s Project Participation Percentage of a NCPA Project is or becomes a Member Participant; provided, however, the withdrawal requirements stated herein may be altered upon mutual agreement between NCPA and the Withdrawing Participant whereby all un-discharged liabilities, credits or obligations of the Withdrawing Participant, including any contingent liabilities, credits or obligation, are fully satisfied. NCPA and the Withdrawing Participant shall negotiate in good faith and shall cooperate in reaching such mutual agreement. The two (2) year duration of the notice requirement may be waived or reduced by the Commission in its sole discretion. Withdrawal by any Participant shall not terminate this Agreement as to the remaining Participants.
Withdrawal of Participants. Participants may end their participation at any time during the study. The study investigators may choose to withdraw a study subject if he or she is unable to use the devices or complete the study procedures. The study investigators may withdraw a patient if they develop skin sensitivity or have a medical complication that precludes wearing of the sensors on the suprasternal notch. If a subject is withdrawn from the study, they will be asked to return the study kit that is given to them at the start of the study. Unless specifically requested in writing, researchers will maintain and use data from patients that end their participation early.
Withdrawal of Participants. The Parties agree that only the Withdrawing Participants may withdraw from this Agreement as a result of the amendment to the PPA entered into between NCPA and Western GeoPower, Inc., dated . As a further condition of withdrawal, the remaining Participants agree to fully subscribe to the total capacity of the Project and agree to indemnify and hold harmless Withdrawing Participants from liability arising out of this Agreement after their withdrawal. However, no Participant may withdraw until the entire capacity of the Project is fully subscribed by the remaining Participants. Upon withdrawal from the Project, conditioned upon full subscription of the Project capacity by the non‐Withdrawing Participants, the Withdrawing Participants shall no longer have any rights, responsibilities, liabilities or obligations with respect to this Agreement. Accordingly, Sections 10.5.1, 10.5.2 and 10.5.3, herein, are inapplicable to Withdrawing Participants. With the exception of the foregoing, no remaining Participant may withdraw from this Agreement after the Effective Date. However, NCPA will use its best efforts to assist any Participant that wishes to transfer all or any portion of its rights pursuant to Section 7 above.
