Termination for Material Reason Clause Samples

Termination for Material Reason. (a) Subject to the provisions of a Direct Agreement (if any), if a Material Reason (as defined in § 18.5 (Definition of Material Reason)) with respect to a Party has occurred and is continuing, the other Party (the "Terminating Party") may terminate this Agreement ("Early Termination") by giving the other Party notice. A notice of Early Termination may be given by telephone, provided that that notice is confirmed in writing within two (2) Business Days. (b) A notice of Early Termination shall specify the relevant Material Reason for the Early Termination and shall designate a day as an early termination date ("Early Termination Date"). The Early Termination Date may not be earlier than the day the notice is deemed to have been received under this Agreement nor later than twenty (20) days after such day. With effect from the Early Termination Date all further payments and performance in respect of this Agreement shall be released (and not merely suspended) and existing duties and obligations of the Parties shall be replaced by the obligation of one Party to pay to the other Party the Termination Amount in accordance with § 19.1 (Calculation of the Termination Amount). If specified as applying in Section B of Part I (Individual Terms), the Termination Amount shall not be payable as a result of an event of Force Majeure which occurs in accordance with § 18.5(d) (Long Term Force Majeure). (c) If notice designating an Early Termination Date is given, the Early Termination Date shall occur on the date so designated even if the applicable Material Reason is no longer continuing. On or as soon as reasonably practicable after the Early Termination Date, the Terminating Party shall calculate in a commercially reasonable manner and shall notify the other Party of the Termination Amount (if any) to be received or paid by it. (d) The Termination Amount shall be payable by the relevant Party to the other Party within ten (10) Business Days of its notification by the Terminating Party. (e) In calculating the Termination Amount, the Terminating Party may take into account any Performance Assurance or credit support available pursuant to this Agreement or any Credit Support Document. (f) The right to designate an Early Termination Date under this § 18.3 is in addition to any other remedies available under this Agreement or Applicable Law.
View SourceView Similar (16)
Termination for Material Reason. (a) Subject to the provisions of a Direct Agreement (if any), if a Material Reason (as defined in § 18.5 (Definition of Material Reason)) with respect to a Party has occurred and is continuing, the other Party (the "Terminating Party") may terminate this Agreement ("Early Termination") by giving the other Party notice. A notice of Early Termination may be given by telephone, provided that that notice is confirmed in writing within two (2) Business Days.
View SourceView Similar (7)
Termination for Material Reason. [ ] Termination Amount shall not be payable as a result of an event of Force Majeure which occurs in accordance with § 18.5(d) (Long Term Force Majeure); otherwise Termination Amount shall be payable as a result of an event of Force Majeure which occurs in accordance with § 18.5(d) (Long Term Force Majeure)
View SourceView Similar (5)
Termination for Material Reason. The Agreement may be terminated for one or more of the following reasons (each, a "Material Reason"): (a) In case of failure to pay, provided that such failure is not cured within two (2) Business Days of a written demand; (b) In case of failure to deliver Credit Support or Performance Assurance, provided that such failure is not cured within three (3) Business Days of a written demand; (c) The failure of a Party to comply with its obligation to deliver or accept electricity under an Individual Contract for more than seven (7) consecutive days or for more than seven (7) days in aggregate within a period of sixty (60) days; (d) representation or warranty when made or repeated or deemed to have been made or repeated by a Party or by its Credit Support Provider in a Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated.
View SourceView Similar (2)
Termination for Material Reason. (a) Upon the occurrence of a Material Reason as described in the Operating Rules for Derivatives Transactions on Powernext, LCH.Clearnet SA shall be entitled, by mere notification to the Clearer, to suspend the performance of its obligations under the Terms of Business and to terminate the Admission Agreement and all outstanding obligations between the Parties, irrespective of the location where they are entered into or performed. Such notification shall specify the Termination Date in accordance with Article 8.5 of this Admission Agreement. (b) If a Material Reason occurs, LCH.Clearnet SA reserves the possibility, at its full discretion, not to proceed with the aforementioned termination and to work with the Clearer, in co-operation with any other interested person, to grant it a period of time in order to enable it to remedy the Material Reason to the extent possible, and/or to register new transactions in the name of the Clearer but only to the extent that such new transactions contribute, in the opinion of LCH.Clearnet SA, to the reduction of its risks.
View Source
Termination for Material Reason. (a) If a Material Reason (as defined below) with respect to a Party has occurred and is continuing, the other Party (the “Terminating Party”) may terminate the Agreement (“Early Termination”) by giving the other Party notice. A notice of Early Termination may be given by telephone if that notice is confirmed in writing within two (2) Business Days. (b) (b) A notice of Early Termination shall specify the relevant Material Reason for the Early Termination and shall designate a day as an early termination date (the “Early Termination Date”). The Early Termination Date may not be earlier than the day the notice is deemed to have been received under the Agreement nor later than twenty (20) days after such day. With effect from the Early Termination Date all further payments and performance in respect of all Individual Contracts shall be released (and not merely suspended) and existing duties and obligations of the Parties shall be replaced by the obligation of one Party to pay damages for non-fulfilment to the other Party in an amount (if any) calculated in accordance with § 11.1 (the “Termination Amount”).
View Source
Termination for Material Reason and § 9.4 (Automatic Termination) by calculating the sum (whether positive or negative) of all Settlement Amounts for all Individual Contracts plus any or all other amounts payable between the Parties under or in connection with the Agreement.
View Source
Termination for Material Reason. (a) If a Material Reason (as defined below) with respect to a Party has occurred and is continuing, the other Party (the "Terminating Party") may terminate the Agreement ("Early Termination") by giving the other Party notice. A notice of Early Termination may be given by telephone if that notice is confirmed in writing within two (2) Business Days. (b) A notice of Early Termination shall specify the relevant Material Reason for the Early Termination and shall designate a day as an early termination date (the "Early Termination Date"). The Early Termination Date may not be earlier than the day the notice is deemed to have been received under the Agreement nor later than twenty (20) calendar days after such day. With effect from the Early Termination Date, a ll further pa yme nts a nd pe rforma nce in respect of a ll Ind ividua l Contra cts s ha ll be re leased (and not me re ly suspende d) a nd e xis tin g dutie s a nd ob lig a tio ns of the Pa rties sha ll be re p lac ed by the ob lig a tio n of one P a rty to pay damages for non-fu lfilm ent to the othe r P a rty in ▇ ▇ ▇ mount (if a ny) ca lcu la ▇▇▇ in a ccorda nce with § 10.110 (Termination Amount) (Calculation of the "Termination Amount").
View Source
Termination for Material Reason. (a) If a Material Reason (as defined below) with respect to a Party has occurred and is continuing, the other Party (the "Terminating Party") may terminate the Agreement ("Early Termination") by giving the other Party notice. A notice of Early Termination may be given by telephone if that notice is confirmed in writing within two (2) Business Days. (b) A notice of Early Termination shall specify the relevant Material Reason for the Early Termination and shall designate a day as an early termination date (the "Early Termination Date"). The Early Termination Date may not be earlier than the day the notice is deemed to have been received under the Agreement nor later than twenty (20) calendar days after such day. With effect from the Early Termination Date, a ll further pa yme nts a nd pe rforma nce in respect of a ll Ind ividua l Contra cts s ha ll be re leased (and not me re ly suspende d) a nd e xis tin g dutie s a nd ob lig a tio ns of the Pa rties sha ll be re p lac ed by the ob lig a tio n of one P a rty to pay damages for non-fu lfilm ent to the othe r P a rty in ▇ ▇ ▇ mount (if a ny) ca lcu la ▇▇▇ in a ccorda nce with § 10.110 (Termination Amount) (Calculation of the "Termination Amount").
View Source

Related to Termination for Material Reason

  • Termination for Material Breach If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.