Reductions, Terminations and Reinstatements Clause Samples

The 'Reductions, Terminations and Reinstatements' clause defines the conditions and procedures under which a contract or agreement may be reduced in scope, terminated, or reinstated after termination. It typically outlines the specific events or actions that can trigger a reduction or termination, such as breach of contract, mutual agreement, or fulfillment of obligations, and may also describe the process for reinstating the agreement if certain criteria are met. This clause is essential for providing flexibility and clarity in managing the contractual relationship, ensuring that both parties understand their rights and obligations in situations where the agreement may need to be altered, ended, or revived.
Reductions, Terminations and Reinstatements. If any part of the underlying coverage on a life reinsured under this Agreement is reduced or terminated, the amount of reinsurance will also be reduced or terminated to the extent that you will continue to maintain your appropriate retention limit as shown in Exhibit A. You will not be required to assume amounts in excess of the retention limit that was in force when the affected policy or policies were issued. If a policy reinsured under this Agreement is lapsed or terminated, the reinsurance will also terminate. If a policy reinsured automatically lapses and is reinstated in accordance with your standard rules and procedures, reinsurance for the amount at risk effective at the time of the lapse will be reinstated automatically at the date of reinstatement of the policy. You will notify us of the reinstatement on your periodic statement of account. You will send us copies of your reinstatement papers only upon request. We will not need to approve reinstatement of a policy reinsured under this Agreement on a facultative basis when: a) You have kept your full retention on the policy; and b) The reinsured amount falls within the Automatic Acceptance Limits shown in Exhibit A. Otherwise, you will need our prior review and approval for reinstatement of any facultative reinsurance. You will send us prompt written notice of your intention to reinstate the policy along with copies of the reinstatement papers required by your standard rules and procedures. The reinsurance will be reinstated at the same time as the policy, subject to our written approval of the reinstatement. You will notify us of all reinstatements on your periodic statement of account, and you will pay all reinsurance payments due from the date of reinstatement to the date of the current statement of account. Thereafter, reinsurance payments will be in accordance with Article V (Reinsurance Rates and Payments).
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Reductions, Terminations and Reinstatements. If any part of the underlying coverage on a life reinsured under this Agreement is reduced or terminated, the amount of reinsurance will also be reduced or terminated to the extent that we will continue to maintain our appropriate retention limit as shown in Exhibit A for the issue age and table rating of the insured. We will not be required to assume amounts in excess of the retention limit that was in force when the affected policy or policies were issued. The total amount of the reduction of a reinsured policy will be applied directly to your net amount at risk. If a policy reinsured under this Agreement is lapsed or terminated, the reinsurance will also terminate. If additional policies on the same life are reinsured with you, and if the termination causes us to maintain less than the retention limit shown in Exhibit A, the policy(ies) issued next in sequence to the terminated policy will be decreased until we maintain our full retention on the risk. We will also follow the procedures shown in the above paragraphs when the reduction or termination applies to a policy or policies that we have fully retained, and where the reduction or termination will cause us to maintain less than our current retention for any policy or policies reinsured.
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Reductions, Terminations and Reinstatements. If any part of the underlying coverage on a life reinsured under this Agreement is reduced or terminated, the amount of reinsurance will also be reduced or terminated to the extent that we will continue to maintain our appropriate retention limit as shown in Exhibit A. We will not be required to assume amounts in excess of the retention limit that was in force when the affected policy or policies were issued. If a policy reinsured under this Agreement is lapsed or terminated, the reinsurance will also terminate. If a policy reinsured automatically lapses and is reinstated in accordance with our standard rules and procedures, reinsurance for the amount at risk effective at the time of the lapse will be reinstated automatically at the date of reinstatement of the policy. We will notify you of the reinstatement on our periodic statement of account. We will send you copies of our reinstatement papers only upon request. We will notify you of all reinstatements on our periodic statement of account, and we will pay all reinsurance payments due from the date of reinstatement to the date of the current statement of account, including a proportionate share of interest collected. Thereafter, reinsurance payments will be in accordance with Article V. (Reinsurance Rates and Payments).
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Reductions, Terminations and Reinstatements. If any part of the underlying policy on a life reinsured under this Agreement is reduced or terminated, the amount reinsured will also be reduced or terminated to the extent that the Ceding Company will continue to maintain its appropriate retention limit as shown in Exhibit A for the issue age and table rating of the
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Reductions, Terminations and Reinstatements. If any part of the coverage on a life reinsured under this Agreement is reduced or terminated, the amount reinsured will also be reduced or terminated to the extent that the Company will continue to maintain the Company's appropriate retention as shown in Exhibit A. The Company will not be required to assume amounts in excess of the retention limit that was in force when the affected policy or policies were issued. If a policy reinsured under this Agreement is lapsed or terminated, the reinsurance of such policy will also terminate. If a policy automatically reinsured lapses and is reinstated in accordance with the Company's standard rules and procedures, reinsurance for the amount at risk effective at the time of the lapse will be reinstated automatically at the date of reinstatement of the policy. The Company will notify the Reinsurer of the reinstatement on the Company's periodic statement of account. The Company will send the Reinsurer copies of reinstatement papers only upon request.
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Reductions, Terminations and Reinstatements 
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Related to Reductions, Terminations and Reinstatements

  • Continuation and Reinstatement, etc Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent, the Issuing Lenders, any Lender or any other Secured Party upon the bankruptcy or reorganization of the Borrower or a Guarantor, or otherwise.

  • Termination; Reinstatement This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and the Commitments and the Facilities with respect to the Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under the preceding sentence shall survive termination of this Guaranty.

  • Obligations of the Company Upon Termination of Employment (a) Expiration of Term and Nonrenewal by Executive, By the Company for Cause or by Executive without Good Reason. If Executive’s employment shall be terminated (i) due to and upon expiration of the Term of this Agreement because Executive shall have given written notice not to extend the Employment Period pursuant to Section 2(a), (ii) by the Company for Cause or (iii) by Executive without Good Reason, then the Company shall pay Executive Executive’s Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination, and any accrued or vested benefits or entitlements the Executive may have under any employee benefit, equity or bonus plan or award agreement of the Company or any affiliate through the Date of Termination, which accrued or vested benefits or entitlements shall be paid and/or provided in accordance with the terms of such employee benefit, equity or bonus plans or award agreements (collectively, the “Accrued Benefits”) and, except as provided in Section 2(f), the Company shall have no additional obligations to Executive under this Agreement.

  • Obligations of the Company Upon Termination (a) By the Company Other Than for Cause, Death or Disability; By the Executive for Good Reason. Subject to Section 5, if, during the Employment Period, (x) the Company shall terminate the Executive’s employment other than for Cause, death or Disability or (y) the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive the following amounts: (A) a lump sum cash payment within 30 days after the Date of Termination equal to the aggregate of the following amounts: (1) the Executive’s Annual Base Salary and vacation pay through the Date of Termination, (2) the Executive’s accrued Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral election) if such bonus has not been paid as of the Date of Termination, and (3) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1) through (3), to the extent not previously paid (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and (B) subject to the Executive’s delivery (and non-revocation) of an executed release of claims against the Company and its officers, directors, employees and affiliates in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered to the Company not later than 22 days after the Date of Termination (or such longer period of time permitted by the Company, but in no event later than the latest business day that is not more than two months after the end of the calendar year in which the Date of Termination occurs) (the “Release Deadline”), an amount equal to the sum of (x) the product of two times the Executive’s Annual Base Salary, plus (y) the product of 0.75 times the Executive’s Target Bonus as in effect for the fiscal year of the Company in which the Date of Termination occurs, payable in a lump sum within 30 days after the Date of Termination; and (ii) if the Executive makes a timely election to receive COBRA coverage under Section 4980B of the Code, the Company will pay the cost of such coverage during the period it remains in effect, not to exceed 18 months following the Date of Termination (the benefits provided pursuant to this Section 4(a)(ii), the “Post-Employment Health Care Benefits”); (iii) if the Date of Termination occurs on or after the second anniversary of the Effective Date, all remaining unvested shares of the Promotion Restricted Stock will vest. If the Date of Termination occurs prior to the second anniversary of the Effective Date, a number of the unvested shares of the Promotion Restricted Stock will vest equal to the sum of (i) 33,333 shares of Promotion Restricted Stock plus (ii) 33,333 shares of Promotion Restricted Stock multiplied by a fraction, the numerator of which is the number of days from the latest anniversary of the Effective Date through the date of termination, and the denominator of which is 365 (rounded down to the nearest whole share). Any shares of the Promotion Restricted Stock which are not vested as of the Date of Termination (after application of this Section 4(a)(iii)) shall be forfeited immediately upon the Date of Termination. The benefits provided pursuant to this Section 4(a)(iii) (the “Equity Award Vesting Benefits”) shall be subject to the Executive’s delivery of an executed Release prior to the Release Deadline (and non-revocation thereof); and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer) (a “Specified Employee”), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Date of Termination (the “409A Payment Date”). For the avoidance of doubt, the parties hereto acknowledge that the severance payments and benefits described in this Agreement are intended to be exempt from the operation of Section 409A of the Code and not “deferred compensation” within the meaning of Section 409A.

  • TERMINATION AND CONSEQUENCES OF TERMINATION Either Party may immediately terminate this Agreement upon written notice if this other Party: materially breaches this Agreement, and such breach is incapable of cure, or, if the breach is capable of cure, fails to cure such breach within [NUMBER] days after receiving written notice of the breach; becomes insolvent or is generally unable to pay its debts as they become due; files, or has filed against it, a petition for voluntary or involuntary bankruptcy, or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks to make a general assignment for the benefit of its creditors; applies for, or has appointed, a receiver, trustee, custodian, or similar agent by order of a court of competent jurisdiction to take charge of or sell any material portion of its property or business; or is dissolved or liquidated. The expiration or termination of this Agreement shall not affect any rights or obligations that: (i) are intended to survive such expiration or termination; and (ii) were incurred by the Parties prior to such expiration or termination. Upon the expiration or termination of this Agreement for any reason, each Party shall promptly: [return to the other Party/destroy] all documents and tangible materials (including any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information; permanently erase all of the other Party’s Confidential Information from its computer systems, [except for copies that are: (i) required to be retained under applicable laws; or (ii) maintained as archive copies on its disaster recovery or information technology backup systems, which shall be destroyed upon the normal expiration of such backup files, or as otherwise required by law]; and certify in writing to the other Party that it has complied with these requirements.