Adequacy of Termination Payment Sample Clauses

Adequacy of Termination Payment. The Design-Builder agrees that the applicable termination fee provided in Section 8.6 (Owner Termination Options During the Design-Build Period) shall fully and adequately compensate the Design-Builder and all Subcontractors for all costs of undertaking their obligations under subsection 8.8(A) (Design- Builder Obligations), foregone potential profits and any charges of any kind whatsoever (whether foreseen or unforeseen), including initial transition and mobilization costs and demobilization, employee transition and other similar wind-down costs, attributable to the termination of the Design-Builder’s right to perform this Design-Build Agreement.
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Adequacy of Termination Payment. The Company agrees that the applicable termination payment provided in this Section will fully and adequately compensate the Company for all profits, costs, expenses, losses, liabilities, damage, taxes, and charges of any kind whatsoever (whether foreseen or unforeseen) attributable to such termination of the Company’s right to perform this Agreement. The obligation to pay such amounts shall not impair or limit the obligation of the Borough to the Company under any other provision of this Agreement which expressly survives termination hereunder, including, but not limited to, Section 10.3 hereof.
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Adequacy of Termination Payment. The Compan y agrees that the applicable termination fee provided in this Article shall fully and adequately compensate the Company and all Subcontractors for all foregone potential profits, Loss-and-Expense, and charges of any kind whatsoever (whether foreseen or unforeseen), including initial transition and mobilization costs and demobilization, employee transition and other similar wind-down costs, attributable to the termination of the Com pany's right to perform this Service Con tract.
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Adequacy of Termination Payment. The DBOM Contractor agrees that the applicable termination payment provided under subsections 17.6(C) (Compensation in Connection with BWS Convenience Termination During the Design-Build Period) or 17.7(C) (Compensation in Connection with BWS Convenience Termination During the Operation Period) shall fully and adequately compensate the DBOM Contractor and all Subcontractors for all costs of undertaking their obligations under subsection 17.9(A) (DBOM Contractor Obligations), foregone potential profits and any charges of any kind whatsoever (whether foreseen or unforeseen), including initial transition and mobilization costs and demobilization, employee transition and other similar wind-down costs, attributable to the termination of the DBOM Contractor’s right to perform this Service Agreement.
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Adequacy of Termination Payment. The Company agrees that the applicable termination fee provided in Section 7.5 (SRWA Termination Options) shall fully and adequately compensate the Company and all Subcontractors for all costs of undertaking their obligations under subsection 7.7(A) (Company Obligations), foregone potential profits, and any charges of any kind whatsoever (whether foreseen or unforeseen), including initial transition and mobilization costs and demobilization, employee transition, and other similar wind-down costs attributable to the termination of the Company’s right to perform this Contract.
Sample 1
Adequacy of Termination Payment. The Operator agrees that the applicable termination payments provided in this Section will fully and adequately compensate the Operator and all subcontractors for all profits, costs, expenses, losses, liabilities, damage, taxes, and charges of any kind whatsoever (whether foreseen or unforeseen) attributable to such termination of the Operator’s right to perform this Agreement. The obligation to pay such amounts shall not impair or limit the obligation of the RECEIVER/TRUSTEE to the Operator under any other provision of this Agreement which expressly survives termination hereunder.
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Adequacy of Termination Payment. The Lessee agrees that th e applicable termination fee provided in th is Article shall fully and adequately compensate the Lessee and all Subcontractors for all foregone potential profits, Loss-and-Expense, and charges of any kind whatsoever (whether foreseen or unforeseen), including initial transition and mobilization costs and demobilization, employee transition and other similar wind-dow n costs, attributable to the termination of the Lessee's right to perform this Lease Agreement.
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Related to Adequacy of Termination Payment

  • Notice of Termination Payment As soon as practicable after calculation of a Termination Payment, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. Subject to Section 5.4(b) above, the Termination Payment shall be made by the Party that owes it within three (3) Business Days after such notice is effective.

  • Notice of Payment of Termination Payment As soon as practicable after a liquidation, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Termination Payment shall be made to the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.

  • T ermination In the event that either party seeks to terminate this DPA, they may do so by mutual written consent and as long as any service agreement or terms of service, to the extent one exists, has lapsed or has been terminated. The LEA may terminate this DPA and any service agreement or contract with the Provider if the Provider breaches any terms of this DPA.

  • Consequence of Termination 27.1 Termination of this Agreement, or termination of the ICB’s exercise of any of the Delegated Functions, will not affect any rights or liabilities of the Parties that have accrued before the date of that termination or which later accrue. 27.2 Subject to clause 27.4, on or pending termination of this Agreement or termination of the ICB’s exercise of any of the Delegated Functions, NHS England, the ICB and if appropriate any successor delegate will: 27.2.1 agree a plan for the transition of the Delegated Functions from the ICB to the successor delegate, including details of the transition, the Parties’ responsibilities in relation to the transition, the Parties’ arrangements in respect of those staff engaged in the Delegated Functions and the date on which the successor delegate will take responsibility for the Delegated Functions; 27.2.2 implement and comply with their respective obligations under the plan for transition agreed in accordance with clause 27.2.1 above; and 27.2.3 act with a view to minimising any inconvenience or disruption to the commissioning of healthcare in the Area. 27.3 For a reasonable period before and after termination of this Agreement or termination of the ICB’s exercise of any of the Delegated Functions, the ICB must: 27.3.1 co-operate with NHS England and any successor delegate in order to ensure continuity and a smooth transfer of the Delegated Functions; and 27.3.2 at the reasonable request of NHS England: (a) promptly provide all reasonable assistance and information to the extent necessary to effect an orderly assumption of the Delegated Functions by a successor delegate; (b) deliver to NHS England all materials and documents used by the ICB in the exercise of any of the Delegated Functions; and 27.3.3 use all reasonable efforts to obtain the consent of third parties to the assignment, novation or termination of existing contracts between the ICB and any third party which relate to or are associated with the Delegated Functions. 27.4 Where any or all of the Delegated Functions or Reserved Functions are to be directly conferred on the ICB, the Parties will co-operate with a view to ensuring continuity and a smooth transfer to the ICB.

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Notification of Termination 22.3.2.1 Upon the occurrence at District's sole determination of any of the above conditions, or upon Developer’s failure to perform any material covenant, condition or agreement in this Facilities Lease, District may, without prejudice to any other right or remedy, serve written notice upon Developer and its Surety of District's termination of this Facilities Lease and/or Developer’s right to perform the Work of this Facilities Lease. This notice will contain the reasons for termination. 22.3.2.2 Unless, within fifteen (15) days after the service of the notice, any and all condition(s) shall cease, and any and all violation(s) shall cease, or arrangement satisfactory to District for the correction of the condition(s) and/or violation(s) be made, this Facilities Lease and the Site Lease shall cease and terminate; provided, however, if the failure stated in the notice cannot be corrected within fifteen (15) days after the service of notice, District may consent to an extension of time, provided Developer instituted and diligently pursued corrective action within the applicable fifteen (15)-day period and until the violation is corrected. Upon District determination, Developer shall not be entitled to receive any further payment until the entire Work is finished. 22.3.2.3 Upon Termination, District may immediately serve written notice of tender upon Surety whereby Surety shall have the right to take over and perform this Facilities Lease only if Surety: 22.3.2.3.1 Within three (3) days after service upon it of the notice of tender, gives District written notice of Surety’s intention to take over and perform this Facilities Lease; and 22.3.2.3.2 Commences performance of this Facilities Lease within three (3) days from date of serving of its notice to District. 22.3.2.4 Surety shall not utilize Developer in completing the Project if the District notifies Surety of the District’s objection to Developer’s further participation in the completion of the Project. Surety expressly agrees that any developer which Xxxxxx proposes to fulfill Surety’s obligations is subject to District’s approval. 22.3.2.5 If Surety fails to notify District or begin performance as indicated herein, District may take over the Work and execute the Work to completion by any method it may deem advisable at the expense of Developer and/or its Surety. Developer and its Surety shall be liable to District for any excess cost or other damages the District incurs thereby. Time is of the essence in this Facilities Lease. If the District takes over the Work as herein provided, District may, without liability for so doing, take possession of and utilize in completing the Work all materials, appliances, plan, and other property belonging to Developer as may be on the Site of the Work, in bonded storage, or previously paid for.

  • Termination Payments In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this paragraph 4:

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits. (a) If (i) the Company terminates the Executive’s employment without Cause, or (ii) the Executive terminates employment with the Company within twelve (12) months following the occurrence of a Change in Control, provided that within such period, (a) either Executive’s job duties have been materially and permanently diminished or the Executive’s compensation has been materially decreased and (b) Executive provides written notice to the Company within ninety (90) days of the occurrence of an aforementioned event and the Company fails to cure the event within thirty (30) days following the Company’s receipt of the Executive’s written notice, then, in the case of either (i) or (ii) above, the Company will provide the Executive with separation payments of twelve (12) months base salary at Executive’s base salary rate at the time of Executive’s termination or if greater, the Executive’s base rate in effect on the Change of Control Date; to be paid in twenty-six (26) regular bi-weekly pay periods beginning on the first pay period occurring after the sixtieth (60th) day following the Executive’s termination, provided the Executive executes and does not subsequently revoke the Separation and General Release Agreement referenced below within such sixty (60) day period. (b) For a period of twelve (12) months from the Executive’s separation from service, the Company will pay to the Executive an amount, minus all applicable taxes and withholdings, equal to the full monthly cost (including any portion of the cost previously paid by the employee) to provide the same level of group health benefits maintained by Executive as of Executive’s separation from service, provided the Executive executes and does not subsequently revoke the Separation and General Release Agreement referenced below within such sixty (60) day period. (c) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any one of the following events:

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • In the Event of Termination After receipt of a notice of termination, except as otherwise directed, the AGENCY shall: a. Remit to the COUNTY, within fourteen (14) calendar days, any advanced funds paid, prorated as of the date of termination. b. Stop working under this Contract on the date of receipt and to the extent specified in the notice of termination. c. Place no further orders or subcontracts to the extent that they relate to the performance of the work, which was terminated. d. Terminate all orders and subcontracts to the extent that they relate to the performance of the work, which was terminated. e. Handle all property as directed by the COUNTY. f. Finalize all necessary up to date reports and documents required under the terms of this Agreement up to the date of termination, up to and including the final expenditure report due at the end of the Contract, if any, without reimbursement beyond that due as of the date of termination for services rendered to the termination date. g. Take any other actions as directed in writing by the COUNTY.

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