Termination and Liquidation. Section 9.01.
Termination and Liquidation. 4.1 If, at any time:
(i) a Party fails to make any payment when due under or to make or take delivery of any property when due under, or to observe or perform any other provision of, this agreement (including any Transaction governed by these terms) and such failure continues for two business days after notice of non-performance has been given by the other Party to the defaulting Party;
(ii) a Party commences a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to itself or to its debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to an insolvent Party), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian, examiner or other similar official (each a "Custodian") of it or any part of its assets; or takes any corporate action to authorise any of the foregoing; and, in the case of a reorganisation, arrangement or composition, the other Party does not consent to the proposals;
(iii) an involuntary case or other procedure is commenced against a Party seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to it or its debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to an insolvent Party) or seeking the appointment of a Custodian of it or any part of its assets and such involuntary case or other procedure either (a) has not been dismissed within five days of its institution or presentation or (b) has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure;
(iv) a Party dies, become of unsound mind, is unable to pay its debts as they fall due or is bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to such Party; or indebtedness of a Party is not paid on the due date therefor or becomes, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or proceedings are commenced for any execution, any attachment or garnishment, or any distress against, or an encumbrancer takes possession of, th...
Termination and Liquidation. 43 Section 9.01
Termination and Liquidation. Section 8.01. Termination Upon Expiration Date.............................. 45 Section 8.02.
Termination and Liquidation. 9.1 Notwithstanding any other provision of this Agreement or the existence of any Performance Assurance, if at any time an Event of Default has occurred and is continuing with respect to a Party (such Party, the “Defaulting Party”), the other Party (the “Performing Party”) may, in its sole discretion, designate a date (not earlier than the date of such notice and not later than twenty (20) days after the date of such notice (an “Early Termination Date”)) on which to terminate, liquidate and accelerate all outstanding Transactions and calculate a Termination Payment (as defined below) in the manner set forth in Section 9.2 and Section 9.3. To the extent that, in the reasonable opinion of the Performing Party, certain Transactions may not be liquidated and terminated under Applicable Law on the Early Termination Date, such Transactions shall be terminated as soon thereafter as is reasonably practicable, in which case the actual termination date for such Transactions will be the Early Termination Date in respect thereof for purposes of Section 9.2. Notwithstanding the foregoing, if the Defaulting Party is governed by a system of law that does not permit termination to take place after the occurrence of an Event of Default described in Section 8.1(h), then no prior notice shall be required upon the occurrence of such Event of Default, in which case the Early Termination Date shall be deemed designated immediately preceding the occurrence of such event.
9.2 On or as soon as reasonably practicable following the Early Termination Date, the Performing Party shall determine the final amount payable between the Parties under this Agreement as provided in this Section 9.2 (the “Termination Payment”) and shall provide notice of the Termination Payment to the Defaulting Party. The Performing Party shall calculate the Termination Payment by (a) valuing each Transaction at its Market Value as reasonably determined by the Performing Party as of the Early Termination Date and then determining the amount by which such then prevailing Market Value differs from the Contract Value (it being understood that (i) in the event the prevailing Market Value of a Transaction exceeds the Contract Value, the difference in value shall be due from Seller to Buyer, and (ii) in the event that the prevailing Market Value of a Transaction is less than the Contract Value, the difference in value shall be due from Buyer to Seller), (b) determining any other damages, costs or expenses incurred b...
Termination and Liquidation. 20.1 Subject to Article 20.3, the Company shall be dissolved and this Contract shall be terminated (a) upon expiration of the Joint Venture Term or any extension thereof or (b) if any of the following conditions or events occur and a resolution of the Shareholders’ Meeting is adopted for such dissolution:
(1) if the Parties mutually agree in writing to terminate this Contract.
(2) if occurrence of any force majeure event as set forth in and subject to the provisions of Article 23 that hinders the performance of this Contract for more than one-hundred and eighty (180) days;
(3) the bankruptcy or insolvency of either Party;
(4) if any governmental authority having authority over either Party or the Company promulgates any policy, law or regulation that is reasonably expected to cause significant long term adverse consequences to the Company or either Party and the Parties are unable to agree upon necessary adjustments as provided in Article 22.2 hereunder;
(5) the Company’s business license is revoked, or it is ordered to close down or to be dissolved according to applicable laws and regulations; or
(6) the Company encounters serious difficulty in its operations or management and is consequently unable to substantially realize its desired purpose as stated in this Contract and if the Company continues to operate, the shareholders will suffer significant losses and such difficulty cannot be solved by any other means, either Party having applied to a competent court to dissolve the Company and the court grants approval to do so.
20.2 Subject to Articles 20.3 and 20.4, if any of the terms and conditions of this Contract is materially breached by a Party and such breach is not cured by the breaching Party within 180 days after the other Party has delivered a written notice of the breach (the “Breach Notice”) to the breaching Party, the non-breaching Party may terminate this Contract by delivering another written notice (the “Breach Termination Notice”) to the breaching Party specifying a date of termination, which shall be a date at least 180 days following the Breach Termination Notice, and, in addition, the non-breaching Party shall have the right to request the breaching Party to indemnify the losses it has incurred or suffered in accordance with Article 21 of this Contract.
20.3 Upon occurrence of any of the following: (a) the Parties are unable to reach agreement on the extension of the Joint Venture Term at least 180 days prior to the date of expiry of the...
Termination and Liquidation. If, at any time:
Termination and Liquidation. (Clause 11 Of Limited Partnership Agreement) 15
Termination and Liquidation. Closeout Setoff For purposes of Section 9.3, the Parties agree that (select one): [ ] Option A (Bilateral Setoff) is applicable. (Applicable if no other election is made.) [ ] Option B. (Triangular Setoff) is applicable. [ ] Option C (No Setoff) is applicable.
Termination and Liquidation. 17.1 Subject to clause 17.2, this Agreement shall terminate:
(a) when only one Shareholder holds all the Shares; or
(b) when a resolution is passed by the Shareholders or creditors, or an order is made by a court or other competent body or person instituting a process that shall lead to the JVCo being wound up and its assets being distributed among the JVCo's creditors, Shareholders or other contributors.
17.2 On termination of this Agreement, the following clauses shall continue in force: clause 1 (interpretation); this clause; clause 20 (confidentiality); clause 26 (assignment and other dealings); clause 27 (entire agreement); clause 28 (variation and waiver); clause 29 (costs); clause 30 (no partnership or agency); clause 31 (notices); clause 32 (severance); and clause 37 (governing law and jurisdiction).
17.3 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
17.4 If this agreement terminates each Party shall, if requested by the other, procure that the name of the JVCo is changed to avoid confusion with the name of the Party making the request.
17.5 Where, following an event referred to in clause 17.1(b), the JVCo is to be wound up and its assets distributed, the Parties shall agree a suitable basis for dealing with the interests and assets of the JVCo and shall endeavour to ensure that, before dissolution:
(a) all existing contracts of the JVCo are performed to the extent that there are sufficient resources;
(b) the JVCo shall not enter into any new contractual obligations;
(c) the JVCo's assets are distributed as soon as practical.
