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.
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
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:
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).
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."
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.
Termination Without Recourse