STEP-OUT RIGHTS Clause Samples
A Step-Out Rights clause grants one party the ability to withdraw from a joint project, agreement, or collaboration under specified conditions. Typically, this clause outlines the process for notification, any obligations that must be fulfilled before stepping out, and the consequences for both parties, such as the redistribution of rights or responsibilities. Its core function is to provide flexibility and a clear exit mechanism, reducing uncertainty and potential disputes if one party needs to disengage from the arrangement.
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STEP-OUT RIGHTS. 8.1 Appointed Representative may, at any time during the Step-In Period, deliver written notice (a “Step-Out Notice”) to Hospital to terminate the Step-In Period on the Step-Out Date.
8.2 On termination of the Step-In Period, where the Construction Contract has been assigned to the Replacement Contractor or a Replacement Construction Contract has been entered into as contemplated in Section 7.3, Hospital and Appointed Representative shall be released of any obligations to the other arising during the Step-In Period.
8.3 On termination of the Step-In Period, if the Construction Contract has not been assigned to a Replacement Contractor or a Replacement Construction Contract has not been entered into and any outstanding Construction Event of Default has not been cured, then Hospital shall confirm that, as consideration for the rights and benefits assigned to Hospital pursuant to paragraph (c) below, it shall pay to Project Co or as Project Co may direct an amount (the “Step-Out Amount”) equal to the amount that would have been paid by Hospital upon termination of the Construction Contract pursuant to the provisions of Section 2.1 of Schedule B to the Limited Assignment of Construction Contract (and calculated and payable in accordance therewith) and thereupon:
(a) any rights and obligations between Appointed Representative on the one hand and Hospital on the other hand, arising during the Step-In Period, shall be mutually released;
(b) subject to payment of the Step-Out Amount by Hospital, Hospital shall have no further obligation to Appointed Representative or Project Co to pay the Hospital Reimbursement Payment on the Reimbursement Payment Date to Trustee, Bondholders, Appointed Representative or Project Co on the achievement of Substantial Performance of the Work;
(c) Trustee shall permit Hospital to thereupon have the full benefit and entitlement to the Construction Security and the Assignable Subcontract Agreements without regard to any interest therein of Trustee, Bondholders or Project Co and Trustee agrees that Hospital may thereafter proceed to enforce all of its rights under the Construction Security and/or the Assignable Subcontract Agreements without regard to any rights in favour of Trustee, Bondholders or Project Co and the Trustee shall notify the surety under the performance bond that the Hospital is entitled to exercise all rights and to take all benefits of the Obligee; and
(d) the provisions of Section 4.6(a) of Schedule B to the Limited A...
STEP-OUT RIGHTS. The Substitute Entity, on giving the Sponsor not less than thirty days' prior written notice (a "STEP-OUT NOTICE"), may terminate its obligations, liabilities and duties to the Sponsor under this Agreement and the Management Agreement (but without affecting the continuation of the Borrower's obligations towards the Sponsor under the Management Agreement).
STEP-OUT RIGHTS. (a) The Appointed Representative may, at any time during the Step-In Period, deliver written notice (a “Step-Out Notice”) to the City to terminate the Step-In Period on the Step-Out Date.
(b) On expiry of the Step-In Period:
(i) the rights and obligations of the Appointed Representative in relation to the City under the City Project Documents arising prior to the expiry of the Step-In Period will be assumed by Project Co to the exclusion of the Appointed Representative;
(ii) the City will no longer deal with the Appointed Representative and will deal with Project Co in connection with all matters related to the City Project Documents; and
(iii) the Appointed Representative and the City shall be and hereby are released from all obligations and liabilities to one another under the City Project Documents.
(c) There will not be more than one Step-In Period in respect of any one Default Notice.
STEP-OUT RIGHTS. The Lender or the Lender Assuming Party, as the case may be, on giving Sypps not less than 30 (thirty) days' prior written notice, may terminate its obligations, liabilities and duties to Sypps under this Agreement and the Deferred Terms Agreement (but without affecting the continuation of SOMISY's obligations towards Sypps under the Deferred Terms Agreement) and, from the date on which the Lender's or the Lender Assuming Party's, as the case may be, notice takes effect (the "Step-out Date"), the Lender or the Lender Assuming Party, as the case may be, shall be released from all obligations, liabilities and duties under this Agreement and the Deferred Terms Agreement towards the Sypps other than those that arose during the Step-in Period but have not been fully performed.
STEP-OUT RIGHTS. The Agent on giving the Contractor not less than 10 days' prior written notice, may terminate its obligations, liabilities and duties to the Contractor under this agreement and the Management Contract (but without affecting the continuation of the Principal's obligations towards the Contractor under the Management Contract) and, from the date on which the Agent's notice takes effect (STEP-OUT DATE), the Agent is released from all obligations, liabilities and duties under this agreement and the Management Contract towards the Contractor, other than those that arose during the Step-in Period but which have not been fully performed. --------------------------------------------------------------------------------
STEP-OUT RIGHTS. (a) The Appointed Representative may, at any time during the Step-In Period, deliver written notice (a “Step-Out Notice”) to the Ministry to terminate the Step-In Period on the Step- Out Date.
(b) On expiry of the Step-In Period:
(i) the rights and obligations of the Appointed Representative in relation to the Ministry under the MHI Project Documents arising prior to the expiry of the Step-In Period will be assumed by Project Co to the exclusion of the Appointed Representative;
(ii) the Ministry will no longer deal with the Appointed Representative and will deal with Project Co in connection with all matters related to the MHI Project Documents; and
(iii) the Appointed Representative and the Ministry shall be and hereby are released from all obligations and liabilities to one another under the MHI Project Documents.
(c) There will not be more than one Step-In Period in respect of any one Default Notice.