Close-Out and Liquidation Clause Samples
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Close-Out and Liquidation. The Bank shall have the right to close-out and liquidate all, but not less than all, the outstanding FX Transactions (except to the extent that, in the good faith opinion of the Bank, certain FX Transactions may not be closed-out and liquidated under applicable law) in the following manner:
(a) Close-out and liquidation shall be effected by closing-out each outstanding FX Transaction (including any FX Transaction which has not been performed and in respect of which the Settlement Date is on or proceeds the Close-Out Date) so that each FX Transaction is canceled. The Bank shall then calculate, in good faith, as of the value of each such canceled FX Transaction (the "Closing Value") by converting:
(i) in the case of an FX Transaction whose Settlement Date is the same as or later than the Close-Out Date, the amount of the Foreign Currency into U.S. Dollars at a rate of exchange at which the Bank can buy or sell, as appropriate, U.S. Dollars with or against the Foreign Currency for delivery on the Settlement Date of the respective FX Transaction, or
(ii) in the case of an FX Transaction whose Settlement Date precedes the Close-Out Date, converting the amount of the Foreign Currency, adjusted by adding interest with respect thereto at the Variable Interest Rate from the Settlement Date to the Close-Out Date, into U.S. Dollars at a rate of exchange at which the Bank can buy or sell, as appropriate, U.S. Dollars with or against the Foreign Currency for delivery on the Close-Out Date;
(b) With respect to a FX Transaction pursuant to which the Bank agreed to purchase a Foreign Currency from the Borrower, the amount by which the Closing Value as so determined exceeds the Notional Value is a Closing Loss and the amount by which the Closing Value as so determined is less than the Notional Value is a Closing Gain.
(c) With respect to a FX Transaction pursuant to which the Bank agreed to sell a Foreign Currency to the Borrower, the amount by which the Closing Value as so determined exceeds the Notional Value is Closing Gain and the amount by which the Closing Value as so determined is less than the Notional Value a Closing Loss.
(d) To the extent permitted by applicable law, the Closing Gain or Closing Loss, as the case may be, for each Settlement Date falling after the Close-Out Date will be adjusted (discounted) to its net present value (the calculation of the amount of such adjustment shall be made by the Bank and shall be conclusive as between the parties).
(e) To t...
Close-Out and Liquidation. Close-out and liquidate each outstanding FX Transaction so that each FX Transaction is canceled in accordance with the following:
Close-Out and Liquidation. Close-out and liquidate each outstanding FX Transaction so that each FX Transaction is canceled in accordance with the following:
(i) Close-Out Date shall mean the Business Day on which the Lender closes out and liquidates an FX Transaction.
Close-Out and Liquidation. Upon the occurrence of a Liquidation Date:
16.1 Neither Party shall be obliged to make any further payments or deliveries under any Transaction which would, but for this Section 16, have fallen due for performance on or after the Liquidation Date and such obligations shall be satisfied by settlement (whether by payment, set- off or otherwise) of the Liquidation Amount;
16.2 The Non-Defaulting Party shall (on, or as soon as reasonably practicable after, the Liquidation Date) determine (discounting if appropriate), in respect of each open Transaction, its total cost, loss or, as the case may be, gain, in each case expressed in Swiss Francs (and, if appropriate, including any loss of bargain, cost of funding or, without duplication, cost, loss or, as the case may be, gain as a result of the termination, liquidation, obtaining, performing or re-establishing of any hedge or related trading position) as a result of the termination, pursuant to this Master Agreement, of each payment or delivery which would otherwise have been required to be made under such Transaction (assuming satisfaction of each applicable condition precedent and having due regard, if appropriate, to such market quotations published on, or official settlement prices set by the relevant Exchange as may be available on, or immediately preceding, the date of calculation); and
16.3 The Non-Defaulting Party shall treat each cost or loss to it, determined as above, as a positive amount and each gain by the Non- Defaulting Party, as a negative amount and aggregate all of such amounts to produce a single, net positive or negative amount, denominated in Swiss Francs (the "Liquidation Amount").
16.4 If the Liquidation Amount determined pursuant to Section 16.3 is a positive amount, the Defaulting Party shall pay it to the Non-Defaulting Party and if it is a negative amount, the Non- Defaulting Party shall pay such amount to the Defaulting Party. The Non-Defaulting Party shall notify the Defaulting Party of the Liquidation Amount, and by whom it is payable, immediately after the calculation of such amount.
16.5 The amount payable by either Party to the other pursuant to the provisions of Section 16.4. or any Applicable Regulation shall be paid in Swiss Francs by the close of business on the fifth Business Day following the notification under Section 16.4. or as required by any Applicable Regulation (converted as required by any Applicable Regulation into any other currency, any costs of such conversion t...
Close-Out and Liquidation. 8.1 Manner of Close-Out and Liquidation.
Close-Out and Liquidation. 8.1 Manner of Close-Out and Liquidation.
(a) Close-Out. If an Event of Default has occurred and is continuing, then the Non- Defaulting Party shall have the right to close out all, but not less than all, outstanding Currency Obligations (including any Currency Obligation which has not been performed and in respect of which the Value Date is on or precedes the Close-Out Date) and Options, except to the extent that in the good faith opinion of the Non-Defaulting Party certain of such Currency Obligations or Options may not be closed out under applicable law. Such close-out shall be effective upon receipt by the Defaulting Party of notice that the Non-Defaulting Party is terminating such Currency Obligations and Options. Notwithstanding the foregoing, unless otherwise agreed by the Parties in Part X of the Schedule, in the case of an Event of Default in clause (ii), (iii) or (iv) of the definition thereof with respect to a Party and, if agreed by the Parties in Part IX of the Schedule, in the case of any other Event of Default specified and so agreed in Part IX with respect to a Party, close-out shall be automatic as to all outstanding Currency Obligations and Options, as of the time immediately preceding the institution of the relevant Insolvency Proceeding or action. The Non-Defaulting Party shall have the right to liquidate such closed-out Currency Obligations and Options as provided below.
Close-Out and Liquidation. 5.1 Circumstances of Close-Out and Liquidation. If an Event of Default has occurred and is continuing then the Non-Defaulting Party shall have the right to close-out and liquidate in the manner described below all, but not less than all, outstanding Currency Obligations (except to the extent that in the good
Close-Out and Liquidation