Partial Close-Out Notice Clause Samples
A Partial Close-Out Notice is a contractual mechanism that allows one party to terminate or settle only a portion of outstanding transactions or obligations under an agreement, rather than closing out the entire contract. In practice, this notice is typically issued when certain events, such as a default or a change in law, affect only specific transactions, enabling the unaffected transactions to continue as normal. The core function of this clause is to provide flexibility and minimize disruption by allowing parties to address issues with particular transactions without impacting the entirety of their contractual relationship.
Partial Close-Out Notice. Without prejudice to any other rights of GTJAFX under the Agreement or under any Transaction, contract or law, upon the occurrence of an Event of Default, GTJAFX may by notice to the Client (a "Partial Close-out Notice") (and GTJAFX may give one or more Partial Close-out Notices in respect of any one or more Transactions at any time while an Event of Default is continuing):
(i) declaring that (1) such outstanding Transaction(s) as is/are specified in the Partial Close-out Notice (each such Transaction, a "Partial Terminated Transaction") shall be terminated on the relevant Partial Termination Date in accordance with the terms of the Agreement; and (2) the performance of the respective obligations of the Parties with respect to payments under each such Terminated Transaction shall be effected in accordance with Clauses 8.2 (Amounts Determined) and Clause 10 (Consequences of an Event of Default), and
(ii) designating any Business Day as the Partial Termination Date in respect of such Transactions, provided that, if (a) a Close-out Notice shall be given in respect of a Transaction that is a Partial Terminated Transaction specified in a Partial Close-out Notice given on or prior to the date of such Close-out Notice, and (b) the Partial Termination Date in respect of such Transaction has not occurred at the time such Close-out Notice shall be given, this Clause 8 (Partial Close-out) shall cease to apply to such Transaction and the terms set out in Clause 9 (Total Close-out) shall apply to such Transaction.