Amount of Negotiated Termination Settlement Sample Clauses

The "Amount of Negotiated Termination Settlement" clause defines how the financial terms of a settlement are determined when parties agree to end a contract before its natural expiration. Typically, this clause outlines the process for calculating the settlement amount, which may consider factors such as work completed, costs incurred, and any agreed-upon penalties or compensation. Its core function is to provide a clear and fair method for resolving financial obligations upon early termination, thereby reducing disputes and ensuring both parties understand their rights and liabilities.
Amount of Negotiated Termination Settlement. DB Contractor and TxDOT may agree, as provided in Section 15.3, upon the whole or any part of the amount or amounts to be paid to DB Contractor by reason of the total or partial termination of the Work for convenience pursuant to Section 15.1. Such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total Price as reduced by the amount of payments otherwise made and the Price of Work not terminated. Upon determination of the settlement amount, a Change Order will be issued, and DB Contractor will be paid the agreed amount as described in this Section 15.4.
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Amount of Negotiated Termination Settlement. 15.6.1 Subject to the provisions of Section 15.5, Maintenance Contractor and TxDOT may agree upon the amount to be paid to Maintenance Contractor by reason of the total or partial termination of Maintenance Services pursuant to this Section 15. Such agreed amount, exclusive of settlement costs, shall not exceed the Maintenance Price for the applicable Maintenance Term, less the amount of payments previously made to Maintenance Contractor during such Maintenance Term and less the portions of the Maintenance Price related to Maintenance Services not terminated. Upon determination of the settlement amount, this Capital Maintenance Agreement will be amended accordingly, and Maintenance Contractor will be paid the agreed amount. TxDOT’s execution and delivery of any settlement agreement shall not affect any of its rights under the CMA Documents with respect to completed Maintenance Services, relieve Maintenance Contractor from its obligations with respect thereto, including Warranties, or affect TxDOT’s rights under the Maintenance Performance Bond and/or the Maintenance Payment Bond.
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Amount of Negotiated Termination Settlement. DB Contractor and TxDOT may agree, as provided in Section 8.9.3, upon the whole or any part of the amount or amounts to be paid to DB Contractor by reason of the total or partial termination of the Work for convenience pursuant to Section 8.9.1. Such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total Price as reduced by the amount of payments made and the Price of Work not terminated. Upon determination of the settlement amount, this Design-Build Contract will be amended accordingly, and DB Contractor will be paid the agreed amount as described in this Section 8.9.4. Nothing in Section 8.9.5 prescribing the amount to be paid to DB Contractor in the event that DB Contractor and TxDOT fail to agree upon the whole amount to be paid to DB Contractor by reason of the termination of Work pursuant to Section 8.9.1 shall be deemed to limit, restrict, or otherwise determine or affect the amount or amounts that may be agreed upon to be paid to DB Contractor pursuant to this Section 8.9.4. TxDOT’s execution and delivery of any settlement agreement shall not affect any of its rights under the Contract Documents with respect to completed Work, relieve DB Contractor from its obligations with respect thereto (including Warranties) or affect DB Contractor’s obligations under any of the Performance Bond, Payment Bond, Warranty Bond and Guaranty as to such completed or non-terminated Work. 2.1.5.7. Section 9.7.4(d) of the General Conditions is amended as follows, provided (i) underlined text is hereby added to Section 9.7.4(d) of the General Conditions and (ii) stricken text is hereby deleted from Section 9.7.4(d) of the General Conditions:
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Amount of Negotiated Termination Settlement. 94 14.7 No Agreement as to Amount of Termination Settlement ............................................. 94 14.8 Reduction in Amount of Claim ...................................................................................... 96 14.9 Termination Based on Failure To Issue a Maintenance NTP ....................................... 96 14.10 Payment .......................................................................................................................... 96 14.11
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Amount of Negotiated Termination Settlement. DB Contractor and TxDOT may agree, as provided in Section 8.9.3, upon the whole or any part of the amount or amounts to be paid to DB Contractor by reason of the total or partial termination of the Work for convenience
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Amount of Negotiated Termination Settlement. TSP and the Joint Board may agree, as provided in Section 15.5, upon the whole or any part of the amount or amounts to be paid to TSP by reason of the total or partial termination of Work for convenience pursuant to this Section 15. Such negotiated settlement may include a reasonable allowance for profit solely on TCS Installation Work which has been completed as of the termination date and subsequently inspected and accepted by the Joint Board. Such agreed amount or amounts, exclusive of settlement costs, shall not exceed the Total Toll Collection System Capital Price and the Total Toll Collection System Operations and Maintenance Price for the Project, as reduced by the amount of payments otherwise made and the applicable price of Work not terminated. Upon determination of the settlement amount, this Contract will be amended accordingly, and TSP will be paid the agreed amount as described in this Section 15.6, subject to any offset and deduction rights of the Joint Board as set forth in the Contract Documents. Fifty percent (50%) of said amount will be paid by IFA, and fifty percent (50%) will be paid by KPTIA. Each such States’ Party’s share shall be severable, and neither shall be responsible to make payment of the other States’ Party’s allocable share. Nothing in Section 15.7 prescribing the amount to be paid to TSP in the event that TSP and the Joint Board fail to agree upon the whole amount to be paid to TSP by reason of the termination of Work pursuant to this Section 15.6 shall be deemed to limit, restrict or otherwise determine or affect the amount or amounts which may be agreed upon to be paid to TSP pursuant to this Section 15.6. The Joint Board's execution and delivery of any settlement agreement shall not affect any of its rights under the Contract Documents with respect to completed Work, relieve TSP from its obligations with respect thereto, including Warranties, or affect the rights of the Joint Board or TSP under any Performance Bond(s), Payment Bond(s), Maintenance Bond(s), other bonds and/or security as to such completed or non-terminated Work.
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Amount of Negotiated Termination Settlement. Subject to the provisions of Section 14.5, and based on (and no more than) the measure of compensation described in Sections 14.7 and 14.8, DB Contractor and TxDOT may agree upon the amount to be paid to DB 1. Upon determination of the settlement amount, this CMA will be amended accordingly, and DB Contractor will be paid the agreed amount. TxDOT’s execution and delivery of any settlement agreement shall not affect any of its rights under the CMA Documents with respect to completed Maintenance Services, relieve DB Contractor from its obligations with respect thereto, including Warranties, or affect TxDOT’s rights under the Maintenance Performance Bond, the Maintenance Payment Bond, any Guaranty, letter of credit or other security issued in addition to, or in lieu of, any security provided pursuant to this CMA.
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Related to Amount of Negotiated Termination Settlement

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION 7.1 The Effective Date of the Stipulation shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Preliminary Approval Order, as required by ¶3.1 hereof, substantially in the form set forth in Exhibit A attached hereto; (b) the Settlement Amount has been deposited into the ▇▇▇▇; (c) the Court has entered the Judgment, or a judgment substantially in the form of Exhibit B attached hereto; (d) Lexmark has not exercised its option to terminate the Stipulation pursuant to ¶7.3 hereof; and (e) the Judgment has become Final, as defined in ¶1.12 hereof. 7.2 Upon the Effective Date, any and all remaining interest or right of the Defendants or the Defendants’ insurers in or to the Settlement Fund, if any, shall be absolutely and forever extinguished and the releases herein shall be effective. If the conditions specified in ¶7.1 hereof are not met, then the Stipulation shall be canceled and terminated subject to ¶7.4 hereof unless Lead Counsel and Defendants’ Counsel mutually agree in writing to proceed with the Stipulation. 7.3 Only Lexmark possesses the option to terminate the Settlement in the event that valid requests for exclusion from the Class exceed the criteria set forth in the Supplemental Agreement, executed between Lead Plaintiff and Lexmark through their respective counsel concurrently with this Agreement. The terms of the Supplemental Agreement shall not be disclosed in any other manner other than the statements herein and in the Notice, or as otherwise provided in the Supplemental Agreement unless and until the Court otherwise directs or a dispute arises between Lead Plaintiff and Defendants concerning its interpretation or application. If submission of the Supplemental Agreement to the Court is required for resolution of a dispute or is otherwise ordered by the Court, the parties will undertake to have the Court review the Supplemental Agreement in camera without filing it on the docket. If the Court requires that the Supplemental Agreement be filed, the parties shall request that it be filed under seal or with the percentage redacted. 7.4 Unless otherwise ordered by the Court, in the event the Stipulation is not approved or this Stipulation is terminated, canceled, or the Effective Date otherwise fails to occur, within ten (10) business days after written notification of such event is sent by Defendants’ Counsel or Lead Counsel to the Escrow Agent, the Settlement Fund (including accrued interest), less Taxes, Tax Expenses, and Notice and Administration Expenses which have either been disbursed pursuant to ¶¶2.1 and 2.8 hereof, or are chargeable to the Settlement Fund pursuant to ¶¶2.1 and 2.8 hereof, shall be refunded by the Escrow Agent pursuant to written instructions from Defendants’ Counsel. The Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Amount and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund, pursuant to written instructions from Defendants’ Counsel. 7.5 In the event that the Stipulation is not approved by the Court or the Settlement set forth in the Stipulation is terminated or fails to become effective in accordance with its terms, the Settling Parties shall be restored to their respective positions in the Litigation as of January 28, 2020. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1–1.36, 2.6–2.9, 6.3–6.5, 7.4–7.6, and 9.5–9.6 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees, costs, expenses, and interest awarded by the Court to any of Plaintiffs’ Counsel or expenses to the Lead Plaintiff shall operate to terminate or cancel this Stipulation or constitute grounds for cancellation or termination of the Stipulation. 7.6 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to its terms, neither Lead Plaintiff nor any of its counsel shall have any obligation to repay any amounts disbursed pursuant to ¶¶2.1 or 2.8. In addition, any expenses already incurred pursuant to ¶¶2.1 or 2.8 hereof at the time of such termination or cancellation but which have not been paid, shall be paid by the Escrow Agent in accordance with the terms of the Stipulation prior to the balance being refunded in accordance with ¶¶2.9 and 7.4 hereof. 7.7 Defendants warrant and represent that they are not “insolvent” within the meaning of 11 U.S.C. § 101(32) as of the time the Stipulation is executed and will not be as of the time the payments of the Settlement Amount are actually transferred or made as reflected in the Stipulation. This representation is made by Defendants and not by Defendants’ Counsel. In the event of a final order of a court of competent jurisdiction, not subject to any further proceedings, determining the transfer of the Settlement Fund, or any portion thereof, by or on behalf of Defendants to be a voidable preference, voidable transfer, fraudulent transfer, or similar transaction under Title 11 of the United States Code (Bankruptcy), or applicable state law, and any portion thereof is required to be refunded and such amount is not promptly deposited in the Settlement Fund by or on behalf of any Defendants, then, at the election of Lead Plaintiff the Settlement may be terminated and the Judgment entered in favor of Defendants pursuant to the Settlement shall be null and void. Alternatively, at the election of Lead Plaintiff, the Settling Parties shall jointly move the Court to vacate and set aside the release given and the Judgment entered in favor of the Defendants and that the Defendants and Lead Plaintiff and the Members of the Class shall be restored to their litigation positions as of January 28, 2020 and the Settlement Fund shall be promptly returned.

  • Share Termination Delivery Unit One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent. Failure to Deliver: Applicable