Termination Without Recourse Sample Clauses

The 'Termination Without Recourse' clause allows one or both parties to end the contract without the other party having the right to seek damages or further claims related to the termination itself. In practice, this means that if the contract is terminated under the terms of this clause, the terminating party is protected from lawsuits or demands for compensation arising solely from the act of termination. This clause is commonly used to provide a clear and risk-limiting exit strategy, ensuring that parties can disengage from the agreement without fear of ongoing liability or protracted disputes.
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Termination Without Recourse. In addition to its suspension rights set forth in Section 7.05 and to any other termination rights herein, Seller shall have the right, but not the obligation, to terminate this Agreement without recourse against Department for any Termination Payment or other costs and without any further obligation or liability of either Seller or Department, except as provided in this Section 7.04, upon twenty (20) Days notice if Department (i) fails for thirty (30) or more consecutive Days to maintain an Investment Grade rating on the Bonds; or (ii) if, after the date of this Agreement, (A) the United States or any agency thereof, including FERC, imposes a tax or other imposition materially reducing the benefits of this Agreement to Seller and such tax or imposition is not of general applicability and is instead directed at the generation, sale, purchase, ownership and/or transmission of electric power, Fuel and/or other utility or energy goods and services and (B) upon Seller’s written notice to Department as to such tax or imposition and the Parties do not agree on the course of action to be taken relating to such tax or imposition within thirty (30) Days from the date of such written notice; provided, however, that Department shall pay to Seller within five (5) Business Days any payments it owes Seller for any Contract Capacity and Energy provided prior to termination under this Section 7.04.
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Termination Without Recourse. In addition to any other termination rights herein, a Party shall have the right, but not the obligation, to terminate the Agreement without recourse against the other Party for any Termination Payment or other costs and without any further obligation or liability of either Party, as follows: (i) Party A may terminate if Party B fails to maintain an underlying rating on the Bonds (without regard to credit enhancement) of Baa3 or better by Moody's or BBB- or better by S&P and such failure continues for 30 or more consecutive days, (ii) a Party not claiming the Force Majeure event may terminate if a Force Majeure event continues uninterrupted for more than 180 days. Party A shall not be entitled to receive capacity payments during a Party A declared Force Majeure event. (10) Add a new Section L, which shall read as follows
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Termination Without Recourse. (a) In addition to any other termination rights herein, Party A shall have the right, but not the obligation, to terminate all Transactions without recourse against Party B for any Termination Payment or other costs and without any further obligation or liability of either Party A or Party B, if Party B fails to maintain an underlying rating on the Bonds (without regard to credit enhancement) of Baa3 or better by ▇▇▇▇▇'▇ or BBB- or better by S&P and such failure continues for 30 or more consecutive days. In the event Party A elects to terminate this Agreement, notwithstanding the provisions of Section 6.2, Party B shall pay all amounts due hereunder within five (5) days." (b) In addition to any other termination rights herein, Party B shall have the right but not the obligation, to terminate all Transactions without recourse against Party A for any Termination Payment or other costs and without any further obligation or liability of either Party A or Party B, if (i) Party A fails to provide and maintain a guarantee provided by a related party to Party A which related party shall maintain a rating on its long-term unsecured senior debt (without regard to credit enhancement) of Baa3 or better by ▇▇▇▇▇'▇ or BBB- or better by S&P and (ii) if any failure to maintain such a rating continues for 30 or more consecutive days. and (iii) Party A fails to post substitute credit assurance within fifteen (15) Business Days thereafter in the form of either a Letter of Credit or cash. In the event that Party A posts substitute credit assurance, the amount of such substitute credit assurance shall be the Termination Payment that would be payable if Seller were the Defaulting Party determined semi -annually. (16) Add a new Section Q, which shall read as follows:
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Termination Without Recourse. In addition to any other termination rights herein, Seller shall have the right, but not the obligation, to terminate this Agreement without recourse against Department for any Termination Payment or other costs and without any further obligation or liability of either Seller or Department, except as provided in this Section 6.05, upon twenty (20) days notice if Department (i) fails to complete the Bond Offering by September 30, 2001; (ii) fails, after September 30, 2001, for thirty (30) or more consecutive days to maintain an Investment Grade rating on its bonds; or (iii) if, after the date of this Agreement, the United States or any agency thereof, including FERC, imposes a tax or other imposition materially reducing the benefits of this Agreement to Seller and such tax or imposition is not of general applicability and is instead directed at the generation, sale, purchase, ownership and/or transmission of electric power, Natural Gas and/or other utility or energy goods and services; provided, however, that Department shall: (a) pay to Seller within five (5) Business Days any payments it owes Seller for any Energy provided prior to termination under Section 6.05(i), Section 6.05(ii) or Section 6.05(iii); and (b) pay to Seller the Summer 2001 Short Receivable within one hundred and eighty (180) days after receipt of written notice of a termination under Section 6.05(i).
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Termination Without Recourse. (a) In addition to any other termination rights herein, Party A shall have the right, but not the obligation, to terminate the 2001A Transaction without recourse against Party B for any Termination Payment or other costs and without any further obligation or liability of either Party A or Party B, if Party B fails to maintain an underlying rating on the Bonds (without regard to credit enhancement) of Baa3 or better by ▇▇▇▇▇'▇ or BBB- or better by S&P and such failure continues for 30 or more consecutive days. [With respect to Party B, this Section 3.15 shall not be effective until the Commercial Operation Date.] In the event Party A elects to terminate this Agreement, notwithstanding the provisions of Section 6.2, Party B shall pay all amounts due hereunder within five (5) days."
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Termination Without Recourse. To the extent and under the ---------------------------- circumstances set forth in the following Sections of this Article 11, this Agreement may be terminated at any time by Sellers or IMS prior to the Closing, upon written notice to the other party, and upon any such termination no party hereto shall have any liability to the other: (a) MATERIAL ADVERSE CHANGE OF MCN. By IMS, if a material adverse ------------------------------ change in the financial condition or business of MCN shall have occurred, or MCN shall have suffered a material loss or damage which materially affects or impairs the ability of MCN to conduct its business and which change, loss or damage was not contemplated or did not occur as a result of action by IMS.
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Termination Without Recourse 
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Related to Termination Without Recourse

  • Termination Without Just Cause In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

  • Termination without Notice The Employer may terminate an Employee’s employment without notice if the Employee engages in serious misconduct.

  • Termination Without Default (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by the Outside Closing Date, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that the Proxy Statement with respect to the transactions hereunder has not been filed with the SEC by December 31, 2018 (the “Outside Filing Date”), each of Seller and the Company shall have the right, at its sole option, to terminate this Agreement without liability to any other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Date. (c) In the event that any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other party.

  • Termination Without Good Reason Executive shall have the right to terminate the Period of Employment and Executive’s employment hereunder at any time without Good Reason (as defined below) upon thirty (30) days prior written notice of such termination to the Company. Any such termination by the Executive without Good Reason shall be treated for all purposes of this Agreement as a termination by the Company for Cause and the provisions of Section 7(a) shall apply.

  • Publicly Known Without Breach Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;