Cross-Product Master Agreement: Difference between revisions

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(a) a Close-Out Event in respect of a Party under the terms of a Principal Agreement, <br>
(a) a Close-Out Event in respect of a Party under the terms of a Principal Agreement, <br>
(b) a representation or warranty made or repeated by a Party hereunder proves to have been incorrect or misleading in any material respect when made or repeated, or <br>
(b) a representation or warranty made or repeated by a Party hereunder proves to have been incorrect or misleading in any material respect when made or repeated, or <br>
(c) a Party is in violation of a covenant made hereunder, then, the Party which has the right to Close Out the Principal Agreement referred to in paragraph (a) above or the Party to whom the representation, warranty or covenant was made as referred to in paragraph (b) or (c) above (in each case, the "Closing-Out Party") shall be entitled to Close Out all (but not fewer than all) of the Principal Agreements which in the good faith judgment of the Closing-Out Party legally may be Closed Out under applicable law by providing a Close-Out Notice under Section 2.2(a) hereof, except that no Close-Out Notice shall be required for the Close-Out of any Principal Agreement which has been Closed Out by its terms prior to the delivery of a Close-Out Notice. For the purposes of paragraph (a) above, a Close-Out Event under the terms of a Principal Agreement will be deemed to be continuing until the earlier of such time as the conditions that constituted the Close-Out Event under such Principal Agreement cease to exist or the Settlement Amount that is due and payable under such Principal Agreement has been paid in full. Each Principal Agreement is hereby amended accordingly. <br>
(c) a Party is in violation of a covenant made hereunder, <br>
then, the Party which has the right to Close Out the Principal Agreement referred to in paragraph (a) above or the Party to whom the representation, warranty or covenant was made as referred to in paragraph (b) or (c) above (in each case, the "Closing-Out Party") shall be entitled to Close Out all (but not fewer than all) of the Principal Agreements which in the good faith judgment of the Closing-Out Party legally may be Closed Out under applicable law by providing a Close-Out Notice under Section 2.2(a) hereof, except that no Close-Out Notice shall be required for the Close-Out of any Principal Agreement which has been Closed Out by its terms prior to the delivery of a Close-Out Notice. For the purposes of paragraph (a) above, a Close-Out Event under the terms of a Principal Agreement will be deemed to be continuing until the earlier of such time as the conditions that constituted the Close-Out Event under such Principal Agreement cease to exist or the Settlement Amount that is due and payable under such Principal Agreement has been paid in full. Each Principal Agreement is hereby amended accordingly. <br>
2.2 Exercise of Rights <br>
2.2 Exercise of Rights <br>
(a) Close-Out Notice The Closing-Out Party shall specify in a notice to the Closed-Out Party (the "Close-Out Notice") the date on which the Principal Agreements are Closed Out pursuant to Section 2.1. The Close-Out Notice given in the manner specified in this Agreement shall satisfy the notification requirements (if any) under each Principal Agreement for accelerating and/or terminating transactions under such Principal Agreement. Each Principal Agreement is hereby amended accordingly. <br>
(a) Close-Out Notice The Closing-Out Party shall specify in a notice to the Closed-Out Party (the "Close-Out Notice") the date on which the Principal Agreements are Closed Out pursuant to Section 2.1. The Close-Out Notice given in the manner specified in this Agreement shall satisfy the notification requirements (if any) under each Principal Agreement for accelerating and/or terminating transactions under such Principal Agreement. Each Principal Agreement is hereby amended accordingly. <br>