Termination Amounts Clause Samples
Termination Amounts. (1) Upon a Termination and subject to Sections 5.1D(2) and 5.1F, the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenu...
Termination Amounts. Notwithstanding Section 6 of this Agreement, so long as ▇▇▇▇▇▇ is (A) the Affected Party in respect of a Termination Event or (B) the Defaulting Party in respect of any Event of Default, paragraphs (i) to (viii) below shall apply:
(i) The Counterparty shall not designate as an Early Termination Date a date earlier than 10 Business Days after the notice designating such Early Termination Date becomes effective.
(ii) The definition of “Market Quotation” shall be deleted in its entirety and replaced with the following:
Termination Amounts. (1) SSR shall be entitled to the Alacer Termination Amount upon the occurrence of any of the following events (each a “Alacer Termination Amount Event”) which shall be paid by Alacer to SSR, in consideration for the disposition of SSR’s rights under this Agreement, within the time specified below in respect of each such Alacer Termination Amount Event:
(a) this Agreement is terminated by SSR pursuant to Section 8.2(1)(c)(i) [Alacer Change in Recommendation] (but not including a termination by SSR pursuant to Section 8.2(1)(c)(i) in circumstances where the Alacer Change in Recommendation which led to such termination resulted solely because the Alacer Board, acting in good faith, determined that a Material Adverse Effect in respect of SSR occurred and that, as a consequence, it would be inconsistent with the Alacer Board’s fiduciary obligations to continue to recommend that the Alacer Shareholders vote in favour of the Arrangement Resolution) or Section 8.2(1)(c)(iv) [Alacer Wilful Breach], in which case the Alacer Termination Amount shall be paid on the second business day following such termination; or
(b) this Agreement is terminated by Alacer pursuant to Section 8.2(1)(d)(ii) [Alacer Superior Proposal], in which case the Alacer Termination Amount shall be paid prior to or concurrent with such termination; or
(c) this Agreement is terminated by SSR pursuant to Section 8.2(1)(c)(iii) [Alacer Breach of Reps or Covenants] or by either Party pursuant to Section 8.2(1)(b)(i) [Outside Date] or Section 8.2(1)(b)(iii) [No Alacer Shareholder Approval], but only if,
(i) prior to such termination, an Acquisition Proposal in respect of Alacer is publicly announced or otherwise publicly disclosed by any person or persons (other than SSR and its subsidiaries) or any person or persons (other than SSR or any of its subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of Alacer; and
(ii) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) with respect to Alacer is consummated or (2) Alacer or one or more of its subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consu...
Termination Amounts. If an Early Termination Date is designated at a time when Party A is (A) the Affected Party in respect of an Additional Termination Event or a Tax Event Upon Merger or (B) the Defaulting Party in respect of any Event of Default, paragraphs (i) to (vi) below will apply:
(i) The definition of “Market Quotation” will be deleted in its entirety and replaced with the following:
Termination Amounts. 4.1 Until the end of the Financial Year in which the termination occurs the User shall pay to NGC the Connection Charges and Use of System Charges for which the User is liable in full. Where the User has a Connection Site the User shall at the end of such Financial Year pay to NGC a sum equal to the following:
(i) the then current Net Asset Value of the NGC Assets at the Connection Site in question; and
(ii) a sum equal to the reasonable cost of removing such NGC Assets.
4.2 Where a Termination Amount is paid to NGC under this Agreement and subsequently NGC uses the NGC Assets at the same or another Connection Site and renders and receives a Connection Charge therefor NGC shall pay to the User the Net Asset Value component of the Termination Amount less reasonable maintenance and storage costs. NGC shall use its reasonable endeavours to re-use such NGC Assets where it is economic to do so. Upon request and at the cost of the User, NGC shall issue a certificate no more frequently than once each calendar year indicating whether or not such NGC Assets have or have not been so re-used.
Termination Amounts. (a) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Amount Event occurs, the Company shall pay the Termination Amount to the Purchaser (or as the Purchaser may direct by notice in writing) in accordance with Section 8.2(c).
(b) For the purposes of this Agreement, “Termination Amount” means
Termination Amounts. Notwithstanding Section 6 of this Agreement, so long as M▇▇▇▇▇ is (A) the Affected Party in respect of a Termination Event or (B) the Defaulting Party in respect of any Event of Default, paragraphs (i) to (viii) below shall apply:
Termination Amounts. Until the end of the Financial Year in which the termination occurs the User shall pay to NGC the Connection Charges and Use of System Charges for which the User is liable in full. Where the User has a Connection Site the User shall at the end of such Financial Year pay to NGC a sum equal to the following:-
Termination Amounts.
(a) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if an Agnico Termination Amount Event or ▇▇▇▇▇▇▇▇ Termination Amount Event occurs, Agnico or ▇▇▇▇▇▇▇▇, as applicable, shall pay the Termination Amount to the other Party (or as such other Party may direct by Notice in writing) in consideration for the disposition of the other Party’s rights under this Agreement, in each case in accordance with Sections 8.2(b), 8.2(c) and 8.2(e), as applicable.
(b) For the purposes of this Agreement, “▇▇▇▇▇▇▇▇ Termination Amount Event” means the termination of this Agreement:
Termination Amounts. (i) Upon the occurrence of a Termination Event, with respect to each Agreement, Deutsche Bank shall determine the amount of the Deficit Termination Amount or Excess Termination Amount, as applicable, by (a) calculating the termination amount in accordance with the provisions of the relevant Agreement, or (b) if no such provisions are specified, by following such procedures Deutsche Bank determines are commercially reasonable and in accordance with industry practice. Deutsche Bank shall provide notice to the Counterparty of any Deficit Termination Amount, Excess Termination Amount or any reduction or set-off pursuant to this Section 2(B).
(ii) Notwithstanding anything to the contrary in any of the Agreements, in the event Deutsche Bank on the date on which the Agreements terminate because of a Termination Event (the “Termination Date”) determines there exists both Excess Termination Amounts and Deficit Termination Amounts, such Excess Termination Amounts shall be reduced by and set-off against Deficit Termination Amounts and the obligations under each of the relevant Agreements shall be deemed discharged and satisfied in all respects to the extent they are so set-off. In the event any such set-off is made, Deutsche Bank shall determine in its discretion the priority within Deutsche Bank for application of Excess Termination Amount to reduce Deficit Termination Amounts.
(iii) If after giving effect to any such set-off, (a) the sum of the Deficit Termination Amounts exceeds the Excess Termination Amounts, the Counterparty shall pay to the Relevant DB Entity the amount of such excess, or (b) the sum of the Excess Termination Amounts exceeds the Deficit Termination Amounts, Deutsche Bank on behalf of the Relevant DB Entity shall pay to the Counterparty the amount of such excess. The excess amount calculated as being payable in accordance with the preceding sentences shall be due on the first Business Day after the Termination Date. Such amount shall be payable by the relevant party together with (to the extent permitted under applicable law) interest thereon from, and including, the Termination Date, but excluding, the date of payment at the overnight federal funds rate from time to time in effect calculated on the basis of a year of 360 days and paid for actual days elapsed.
(iv) If the exercise of any right to reduce and set-off pursuant to this Master Agreement shall be avoided or set aside by a court or shall be restrained, stayed or enjoined under applicab...