New Mexico Clauses Relating to Termination and Liquidation of Venture — A Detailed Description In the realm of business partnerships, it is crucial to have clauses in place that address the termination and liquidation of a venture to protect the interests of all involved parties. These clauses provide a framework for ending the business partnership and ensuring a smooth transition. In the state of New Mexico, there are several types of clauses relating to the termination and liquidation of a venture, each serving distinct purposes. Let's explore them in detail: 1. Dissolution Clause: A dissolution clause outlines the circumstances under which a business partnership can be terminated. It specifies events that can trigger the termination, such as bankruptcy, death or incapacity of a partner, expiration of a specified term, or mutual agreement among the partners. This clause is designed to provide clarity on the process of dissolving the venture. 2. Termination for Cause Clause: The termination for cause clause is activated when one or more partners engage in behavior that violates the terms of the partnership agreement, breaches fiduciary duties, or is deemed detrimental to the venture. The clause enables the innocent party/parties to terminate the partnership based on specified criteria, ensuring the protection of their rights and interests. 3. Termination by Notice Clause: The termination by notice clause allows partners to dissolve the venture by providing prior written notice to each other within a specified period. This clause ensures that partners have a predetermined framework to terminate the partnership if they wish to pursue other opportunities or wish to conclude the venture amicably. 4. Buyout and Liquidation Clause: Buyout and liquidation clauses come into effect when partners decide to end their business partnership but wish to ensure the venture's value is liquidated and distributed proportionately. These clauses provide the mechanism for determining the fair value of each partner's interest, including assets, liabilities, and business goodwill, facilitating an equitable buyout and winding up of the venture. 5. Arbitration and Mediation Clause: Arbitration and mediation clauses can be included to resolve any disputes that may arise during the termination and liquidation process. These clauses offer an alternative to formal litigation, promoting a faster, cost-effective, and confidential resolution. In New Mexico, various arbitration and mediation organizations can be utilized to mediate disputes between partners. By including these New Mexico-specific clauses within a partnership agreement, business partners can establish a clear roadmap for terminating and liquidating their venture. It is essential to consult with legal professionals familiar with New Mexico business laws to create comprehensive and enforceable clauses that protect the rights and interests of all parties involved.
New Mexico Clauses Relating to Termination and Liquidation of Venture
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For example, a contract may provide that if a builder fails to complete the building by a certain date, the penalty under contract will be $10,000. Liquidated damages may also be a rate, instead of a fixed figure. Usually, this period is the 'date for practical completion'.
An employer shall provide an employee with a written receipt that identifies the employer and sets forth the employee's gross pay, the number of hours worked by the employee, the total wages and benefits earned by the employee and an itemized listing of all deductions withheld from the employee's gross pay.
Liquidated damages are an exact amount of money, or a set formula to calculate the amount of money, a party will owe if it breaches a contract, in order to compensate the injured party for its losses.
The following is a non-exhaustive list of examples of secondary obligations that will generally survive termination under the common law: an agreement to refer disputes to arbitration; an agreement as to the choice of forum; an obligation not to disclose confidential information;
(1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy.
Since a party might not become aware of these claims until after the contract termination, those indemnification provisions should survive termination. That way, a party faced with a claim months after contract termination still can pursue indemnification from the other party.
For example, if the parties agree to liquidated damages in the amount of $1,000 per day for each day that the project has not reached substantial completion by an agreed upon date, then the liquidated damages continue to accrue at a rate of $1,000 per day until substantial completion is met.
24-1I-4. Liquidated damages. A. An agreement may provide for liquidated damages in an amount that is reasonable at the time the agreement is executed and in light of anticipated harm and difficulty of proving the amount of loss resulting from breach of the agreement by any party.