Additional Provisions Relating to Termination Sample Clauses

Additional Provisions Relating to Termination. (a)The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such ...
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Additional Provisions Relating to Termination. 20.4.1 Upon expiration or termination of this Agreement, the Parties shall reasonably cooperate in good faith to facilitate an orderly transition of responsibility for the Product back to AstraZeneca. ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Prometheus shall deliver to AstraZeneca copies of such documents, records and information as are reasonably necessary to achieve such transition and to enable AstraZeneca to assume complete internal responsibility for the Promotion of the Product. During the Term of this Agreement, Prometheus shall use Diligent Efforts to procure and ensure the assignability to AstraZeneca and any of AstraZeneca's Affiliates of all purchase orders, contracts, agreements, and governmental programs with respect to the Product which Prometheus enters into in connection with Prometheus' performance of its obligations under this Agreement which AstraZeneca could be reasonably expected to assume in order to Promote the Product upon the expiration or earlier termination of this Agreement. AstraZeneca, or any Person designated by AstraZeneca, shall have the right, but not the obligation, to assume upon termination or expiration of this Agreement any or all of such purchase orders, contracts, agreements, governmental programs and other arrangements with respect to the Product entered into by Prometheus that are still in force at the time of such expiration or termination ("Transition Contracts"). Upon expiration or termination, Prometheus shall provide to AstraZeneca a copy of all Transition Contracts and shall assign to AstraZeneca, or any Person designated by AstraZeneca, in a manner reasonably acceptable to AstraZeneca, each Transition Contract designated by AstraZeneca; provided, however, that AstraZeneca shall neither have nor assume any liability with respect to Prometheus' obligations and liabilities arising prior to the effective date of such assignment. In addition, if reasonably requested by AstraZeneca, Prometheus shall use reasonably commercial efforts to provide AstraZeneca with a list and contact information for Prometheus' customers for the Product. Notwithstanding anything contained in this Section, Prometheus shall have no obligation to discuss, disclose or assign any Transition Contract to AstraZeneca (and/or its designee) unless Prometheus has the right to do so and with...
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Additional Provisions Relating to Termination. Without limiting sections 7.1, the following additional provisions shall apply to termination of this Exhibit and of Accepted Orders made under this Exhibit:
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Additional Provisions Relating to Termination. (a) The Lessee shall have the right to terminate this Agreement and the letting hereunder effective July 31, 2000 solely as to Area A-3 and/or as to portions of its premises located on the 8th and/or 9th floors of the building in which its premises are located provided that (1) the Lessee shall have given to the Port Authority unconditional written notice of its election so to terminate (hereinafter in this paragraph (a) called the "Lessee's Termination Notice") not later than December 31, 1999, (2) the Lessee's Termination Notice shall specifically designate the portion or portions of the premises to be terminated pursuant to this paragraph (a), (3) the portion or portions of the premises as to which the Lessee exercised its termination right hereunder shall be commercially marketable for letting to a third party, and (4) the aggregate number of rentable square feet that can be terminated by the Lessee pursuant to this paragraph (a) shall not exceed 39,000 rentable square feet.
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Additional Provisions Relating to Termination. (a) During the period beginning on the date of delivery of a Notice of Termination and ending on the Date of Termination, Executive shall continue to perform his duties hereunder, and shall also perform such services for the Company and the Employer as are necessary and appropriate for a smooth transition to Executive’s successor, if any; provided, however, that the Company or the Employer may suspend Executive from performing such duties and services following the delivery of a Notice of Termination and during the period of any such suspension (which shall end on the Date of Termination), Executive shall continue to be treated as employed by the Employer for other purposes, and Executive’s rights to compensation or benefits hereunder shall not be affected by such suspension.
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Additional Provisions Relating to Termination. (a) The Company shall not be entitled to set off against the amounts payable to Executive after termination of his employment with the Company any amounts earned by Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by Executive in other employment had he sought such other employment. Executive shall have no duty or obligation to mitigate the compensation due to him under this Agreement.
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Related to Additional Provisions Relating to Termination

  • Additional Provisions Relating to Customer 6.1 Representations of Customer and Bank

  • Special Provisions Relating to Euro Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the date hereof shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National Currency, such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor. Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the date hereof; provided that the Administrative Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.

  • Other Provisions Relating to Credit Facilities 24 3.1 Default Rate.....................................................24

  • OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

  • Certain Rules Relating to the Payment of Additional Amounts (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.

  • Provisions Relating to Securitization (a) For so long as an Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) or severing its Note(s) into one or more further “component” notes in the aggregate principal amount equal to the then-outstanding principal balance of its Note(s), provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, to the trustee and the applicable master servicer of such Securitization) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

  • Provisions Relating to Accounts (a) Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of the Secured Obligations shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Administrative Agent or any holder of the Secured Obligations of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any holder of the Secured Obligations be obligated in any manner to perform any of the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

  • Special Provisions Relating to Certain Collateral 13 Section 4.05. Remedies. 15 Section 4.06. Deficiency 17 Section 4.07. Locations, Names, Etc 17 Section 4.08. Private Sale 17 Section 4.09. Application of Proceeds 17 Section 4.10. Attorney in Fact and Proxy 17 Section 4.11. Perfection and Recordation 18 Section 4.12. Termination 18 Section 4.13. Further Assurances 18

  • Definitions of Key Terms Relating to Additional Rent As used in this Article 4, the following terms shall have the meanings hereinafter set forth:

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