Substitute Reset Clause Samples

The Substitute Reset clause establishes the conditions under which a party may replace or reset a reference rate, benchmark, or other key variable in a contract. Typically, this clause is triggered if the original reference becomes unavailable, unreliable, or is discontinued, allowing the parties to agree on a new, comparable substitute. Its core practical function is to ensure contractual continuity and reduce uncertainty by providing a clear mechanism for adapting to changes in external benchmarks or rates, thereby minimizing disputes and operational disruptions.
Substitute Reset. If, in respect of a Calculation Date, a Reset Failure Event occurs and a Replacement Reset Agent cannot be identified within 45 days of such Reset Failure Event, the Ceding Insurer will update the applicable Attachment Point, the applicable Exhaustion Point and the applicable Insurance Percentage (“Substitute Reset”).
View SourceView Similar (3)
Substitute Reset. (a) If a Reset Agent Failure Event occurs and a Replacement Reset Agent cannot be identified within forty-five (45) calendar days from the termination of the Reset Agent Agreement, the Ceding Insurer may at its option elect to trigger an Early Termination Event II or may alternatively update (a “Substitute Reset”) the Attachment Level, the Exhaustion Level and the Insurance Percentage as follows and will deliver to the Reinsurer, the Indenture Trustee and the Claims Reviewer a notice similar to the form attached hereto as Exhibit U (“Substitute Reset Notice”) setting out such calculations: (i) the Updated Attachment Level will be calculated by dividing the total insured value of the applicable Updated Data by the total insured value of the Initial Data or the Updated Data used by the Reset Agent for the last successfully conducted Reset, as applicable, and multiplying the resulting quotient by the Attachment Level in effect prior to such Substitute Reset; (ii) the Updated Exhaustion Level will increase or decrease by the same U.S. dollar amount that the Updated Attachment Level increased or decreased; and (iii) the Updated Insurance Percentage will be the percentage derived from dividing the Outstanding Limit (after giving effect to any adjustment to the Outstanding Limit on the Payment Date immediately preceding the Reset Date) by the Layer; provided, that such Updated Insurance Percentage will not be greater than 100%. The Claims Reviewer will perform specified arithmetical procedures to agree that the Substitute Reset has been calculated in accordance with the foregoing formula. If the Claims Reviewer fails to timely perform such arithmetical procedures, then the Ceding Insurer will be entitled to have the Substitute Reset take effect by providing written notice thereof to the Reinsurer. (b) The Substitute Reset will be effective as a Reset for all purposes under this Reinsurance Agreement, except that the Ceding Insurer reserves the right to trigger an Early Termination Event in respect of such Reset Agent Failure Event.
View SourceView Similar (3)

Related to Substitute Reset

  • SUSPENSION/TERMINATION PROCEDURE Regardless of basis, in the event of suspension or termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient suspension or termination. Accordingly, Contractor shall deliver to Purchasers all Services that are complete (or with approval from Enterprise Services, substantially complete) and Purchasers shall inspect, accept, and pay for the same in accordance with this Contract and the applicable Purchase Order. Unless directed by Enterprise Services to the contrary, Contractor shall not process any orders after notice of suspension or termination inconsistent therewith.

  • Termination Assistance Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State.

  • Termination Assistance Services Following the termination of this Agreement and/or any Ordering Document, the Parties may agree for Axway to provide transition services pursuant to a duly executed SOW, during which time this Agreement will continue in full force and effect solely to the extent necessary to allow such transition services to be performed. Axway agrees that the costs for any such services shall be comparable to the fees charged to other customers for similar types of services.

  • Termination Procedure a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, and the amount agreed upon by the Contractor and DCYF for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by DCYF, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the extent of the liability of DCYF. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF may withhold from any amounts due the Contractor such sum as DCYF determines to be necessary to protect DCYF against potential loss or liability. c. The rights and remedies of DCYF provided in this Section (TERMINATION PROCEDURE) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. After receipt of a notice of termination, and except as otherwise directed by DCYF, the Contractor shall: (1) Stop work under the contract on the date, and to the extent specified, in the notice; (2) Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated; (3) Assign to DCYF, in the manner, at the times, and to the extent directed by DCYF, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF to the extent DCYF may require, which approval or ratification shall be final for all the purposes of this clause; (5) Transfer title to DCYF and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) Take such action as may be necessary, or as DCYF may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF has or may acquire an interest.

  • Escalation Procedure Tentative Rates for those species and products listed in A4a are subject to quarterly escalation in accordance with the following pro- cedures: The calendar quarter index average for each price index described in A5 is the arithmetic average of the three such monthly price indices preceding January 1, April 1, July 1, and October 1. The difference between calendar quarter index average and Base Index listed in A4a shall be the basis for quarterly escalation. To arrive at Current Contract Rates for timber Scaled during the preceding calendar quarter, Tentative Rates for each species shall be reduced or increased by such difference, except when the calendar quarter index average is: (a) Less than the Base Index, the reduction shall not result in a rate below Base Rate or (b) Greater than the Base Index, the increase shall not exceed the difference between Tentative Rate and Base Rate. In the event of Contract Term Extension, the escala- tion procedure will be used during the extension period, except that adjusted payment rates for any calendar quar- ter cannot be less than Tentative Rates, for each species and product group, established under B8.23 for the ex- tension period.