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.
Master Close-out and Set-off
Master Close-out. JPM Affiliates’ right to close-out.
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.
Master Close-out. Client’s right to close-out.