Master Close-out Clause Samples

The Master Close-out clause establishes the procedures and rights for terminating all outstanding transactions between parties under a master agreement, typically in the event of default or other specified triggers. In practice, this clause allows one party to close out all open positions, calculate the net amount owed by either party, and settle the resulting balance, often using market values or replacement costs as the basis for calculation. Its core function is to provide a clear, efficient mechanism for unwinding all contractual obligations at once, thereby minimizing ongoing risk and potential disputes in the event of a breakdown in the relationship.
Master Close-out. Without limiting any provision in any JPM Affiliate Agreement, each JPM Affiliate and Party B agree that the occurrence of any event of default, default, termination event, or similar condition or event (however described) in respect of Party B or a JPM Affiliate (the entity in respect of which such occurrence takes place being the “Master Close-out Defaulting Party”) under a JPM Affiliate Agreement on the basis of which the other party to such JPM Affiliate Agreement has the contractual right to terminate, close-out or liquidate all transactions governed by such JPM Affiliate Agreement or which causes the automatic termination of all such transactions shall entitle the Master Close-out Non-Defaulting Party (as defined below) to terminate all transactions governed by any other JPM Affiliate Agreement (each, an “Other JPM Affiliate Agreement”). “Master Close-out Non-Defaulting Party” means (i) Party B if the Master Close-out Defaulting Party is a JPM Affiliate or (ii) the JPM Affiliate that is the party to such Other JPM Affiliate Agreement if the Master Close-out Defaulting Party is Party B. The amount payable in respect of the termination of transactions governed by any such Other JPM Affiliate Agreement shall be determined in accordance with any applicable provisions thereof and, if there are no such applicable provisions, in the same manner as set forth in Section 6 of this Agreement as if the transactions governed by such other JPM Affiliate Agreement were Transactions governed by this Agreement.
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Master Close-out and Set-off
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Master Close-out. Without limiting any provision in any JPM Affiliate Agreement, each JPM Affiliate and the Client agree that the occurrence of any event of default, default, termination event, event giving rise to the right to liquidate, or similar condition or event (however described; hereinafter an "Event") in respect of the Client or a JPM Affiliate (the entity in respect of which such occurrence takes place being the "Master Close-out Defaulting Party") under a JPM Affiliate Agreement on the basis of which the other party to such JPM Affiliate Agreement either (i) has the contractual right to terminate or liquidate transactions governed by such JPM Affiliate Agreement (ii) has the contractual right to terminate the JPM Affiliate Agreement, or (iii) which causes the automatic termination or liquidation of all transactions governed by the JPM Affiliate Agreement, shall entitle but not obligate the Master Close-out Non-Defaulting Party (as defined below) to terminate or liquidate all transactions governed by any other JPM Affiliate Agreement (each, an "Other JPM Affiliate Agreement"). "Master Close-out Non-Defaulting Party" means (i) the Client if the Master Close-out Defaulting Party is ▇.▇. ▇▇▇▇▇▇ Securities Inc. or (ii) the JPM Affiliate that is the party to JPM Affiliate Agreement if the Master Close-out Defaulting Party is the Client. The amount payable in respect of the termination of transactions governed by any such Other JPM Affiliate Agreement shall be determined in accordance with any applicable provisions thereof.
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Related to Master Close-out

  • Close Out Upon the Close-out of any Contract, the Close-out Amount for such Contract shall be due. If, however, Applicable Law would stay or otherwise impair the enforcement of the provisions of this Agreement or any Contract upon the occurrence of an insolvency related Close-out or Event of Default, then Close-out shall automatically occur immediately prior to the occurrence of such insolvency related Close-out or Event of Default.

  • Project Close-out Termination of a research project that used controlled-access data from an NIHdesignated data repository (e.g., dbGaP) and confirmation of data destruction when the research is completed and/or discontinued. The project close-out process is completed in the dbGaP Authorized Access System.

  • Close-outs Subrecipient’s obligation to County shall not end until all close-out requirements are completed. Activities during this close-out period shall be completed in accordance with federal and State regulations and shall include, but are not limited to: making final payments; submitting final invoice(s), report(s), in accordance with the requirements of Paragraph 49, and documentation; disposing of program assets (including the return to County of all unused materials and equipment); remitting any program income balances and accounts receivable to County, and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Contract shall remain in effect during any period that the Subrecipient has control over CDBG funds, including Program Income.

  • Account Close–Out Fees The Transfer Agent may receive any fees reasonably related to the cost incurred by the Transfer Agent to close out a shareholder’s Account in an all-inclusive fee fund or any retirement corporate record kept account or any retirement tax–exempt record kept account serviced by the division or divisions of the transfer agent or any sub-transfer agents that service Accounts within employer-sponsored retirement plans, including not limited to, 401(k) and 403(b) plans, or in any prototype or similar retirement account which is part of a retirement account program sponsored by Fidelity Investments.

  • Close of Escrow Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.