Arrangements on Termination. The Authority and the Contractor agree that termination or expiry of the Contract shall not affect either Party's obligations which the Contract provides shall survive the expiration or termination of the Contract. After termination or expiry all data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services (including any Deliverables which remain to be completed as at the date of termination or expiry) and all other items provided on loan or otherwise to the Contractor by the Authority or, as the case may be, any Beneficiary shall be delivered by the Contractor to the Authority or, as the case may be, any Beneficiary provided that the Contractor shall be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services or to the extent that the Contractor is required by law to maintain copies thereof or to the extent that the Contractor was possessed of such data documents and records prior to the date of the Contract. In addition, the Contractor shall co-operate fully with the Authority or, as the case may be, any Beneficiary during the handover leading to the termination of the Contract. This co-operation shall extend to full access to all documents, reports, summaries and any other information required to achieve an effective transition without disruption to routine operational requirements. The Contractor shall retain all papers, files, records and vouchers relating to the provision of the Services as provided for under Clause 27.2 for the period of 12 years after the date of the termination of the Contract and thereafter shall not destroy them but deliver them to the Authority or, as the case may be, any Beneficiary. Upon termination of the Contract under Clause 26.1, all equipment and materials provided and/or assembled by (or which are in the process of being provided or assembled by) the Contractor or materials and parts of Sites or Locations which are being altered or modified by the Contractor, in accordance with the Contract shall be transferred into the ownership of the Authority or any Beneficiary regardless of whether the assembly of such equipment and materials or the alteration or modification of such Sites or Locations has been completed. Within 21 days of being so requested by the Authority, the Contractor shall provide and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to ena...
Arrangements on Termination. 22.1 After termination or expiry all data, documents and records relating in whole or in part to the Services (including any Deliverables which remain to be completed as at the date of termination or expiry) and all other items provided on loan or otherwise to the Contractor by the Authority shall be delivered promptly by the Contractor to the Authority. provided that the Contractor shall be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services, does not contain any Authority Confidential Information or to the extent that the Contractor is required by law to maintain copies thereof or to the extent that the Contractor was possessed of such data documents and records prior to the date of the Contract.
22.2 The Contractor shall co-operate fully with the Authority both prior to and following the termination of the Contract in respect of any handover of the services to a replacement contractor or back to the Authority. This co-operation shall extend to granting full access, subject to Clause 24, to all documents, reports, summaries and any other information reasonably necessary to achieve an effective transition.
22.3 Upon expiry or other termination the Contractor shall leave the Site tidy, clean, in a reasonable state of repair and in all respects to the satisfaction of the Authorised Officer. Otherwise the Authority may recover from the Contractor the reasonable costs of any clean-up or repair work reasonably required by the Authority.
22.4 The Contractor shall all retain records relating to the provision of the Services for a period of 6 years after the date of the termination of the Contract.
Arrangements on Termination. 15.1 Upon termination of this Agreement:-
(i) The Company shall give assistance and information as is reasonable and necessary to ensure as far as is reasonably possible the ongoing provision of the Services.
(ii) Each party undertakes to return to the other any equipment, documentation, information or other materials belonging to the other party in respect of which it has no legal right to retain.
(iii) Subject to any other rights or remedies available to it under this Agreement, the County Council shall pay to the Company any sums properly due and payable.
Arrangements on Termination. 2.1 The Employee's employment with the Company shall terminate on the Termination Date.
2.2 The Employee was placed on garden leave on September 29, 2016 and is currently working his three months’ notice period. The Employee shall be paid his accrued basic salary, sales commissions and executive bonus payments until the Termination Date in accordance with the usual payroll procedures and as though the Employee was fully employed and not on garden leave up to and including the Termination Date together with all benefits to which he is entitled during his employment including car allowance, Company pension contributions and Company funded health care scheme (private medical) membership.
2.3 The Employee will be paid in respect of any accrued annual leave which he has not used while on garden leave.
2.4 The Employee is required to sign and deliver to the Board letters of resignation from directorships, appointments and other authorizations in relation to the Company’s Subsidiaries and Holding Companies, representative offices and branches.
2.5 The Employee agrees and accepts, without limitation, that, save as set out in this Agreement, all payments due to him (of whatsoever kind) by the Company and/or all any Group Company have been paid to him, and, except as set out in this Agreement, that he neither has nor will have any entitlement to or eligibility for any further payments or benefits or to participate in any benefit schemes whatsoever, including in all and any share/stock purchase, share/stock option, pension, commission, bonus, incentive, LTIP and/or insurance schemes (of whatsoever kind) operated by the Company and/or any Group Company or in which any such company may participate after the Termination Date. In particular, the Employee accepts that other than the Accelerated Stock, any unvested stock options granted to him under the Calix, Inc. 2010 Equity Incentive Award Plan shall lapse with effect from the Termination Date. The Company shall procure that the Accelerated Stock vests and becomes exercisable as of the Termination Date, subject to applicable U.S. federal and state securities and regulatory rules and requirements.
2.6 The payments and benefits in this clause 2 shall be subject to the income tax and National Insurance contributions that the Company is obliged by law to pay or deduct.
2.7 The Company shall continue to provide the Employee with healthcare insurance (private medical insurance) with Global Benefits Group until June 29, 2017 f...
Arrangements on Termination. Upon notice of termination of this Agreement pursuant to Clause 19 above or for whatever reason:-
(i) The parties agree that they shall give such assistance and information as is reasonable and necessary to ensure as far as is reasonably possible the ongoing provisions of The Services.
(ii) Each party undertakes to return to the other any equipment, documentation, information or other materials belonging to the other party in respect of which it has no legal right to retain.
(iii) Subject to any other rights or remedies available to it under this Agreement, the County Council shall pay to the Heritage Trust any sums due.
Arrangements on Termination. 17.1 The Customer and CAE agree that termination or expiry of this Agreement shall not affect either Party's obligations accruing prior to the date of the termination or any rights or obligations of either Party hereto which the Agreement and/or any Schedule provides shall survive the expiration or termination of this Agreement.
17.2 After termination or expiry of the Agreement, the following will apply:
17.2.1 All data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services shall be delivered by CAE to the Customer provided that CAE shall be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services or to the extent that CAE was possessed of such data, documents and records prior to the Commencement Date;
17.2.2 CAE shall co-operate fully with the Customer in the period prior to the termination of this Agreement. This co-operation includes all documents, reports, summaries and any other information required to achieve an effective transition without disruption to the Customer’s routine operational requirements.
17.3 Notwithstanding termination of this Agreement for any reason, the following provisions in this Agreement shall continue in full force and effect: Clause 11 (Limitation of Liability), Clause 15 (Resolution of Disputes), Clause 17 (Arrangements on Termination), Clause 18 (Confidentiality) and Clause 20 (Intellectual Property).
Arrangements on Termination. 2.1 Your employment with us shall terminate on 30 June 2022 (Termination Date).
2.2 We shall pay you your salary and benefits up to the Termination Date as specified in the Executive Agreement.
2.3 We shall make a payment to you in respect of 8 days' accrued but untaken holiday up to and including the Termination Date.
2.4 The payments and benefits in this Clause 2 and as specified in the Executive Agreement shall be subject to the income tax, withholding tax and National Insurance or social security contributions that we are obliged by law to pay or deduct in any jurisdiction.
2.5 You confirm that you have submitted all outstanding expenses claims in the usual way and we shall reimburse you for any expenses properly incurred before the Termination Date in the usual way.
Arrangements on Termination. 36.1 Upon termination, in addition to such consequences as are set out in other provisions of this Agreement:
36.1.1 The Provider shall forthwith cease to perform any of the Service and immediately return to the Council all materials and confidential information in its possession or in the possession of any permitted suppliers, agents or sub-contractors, which were obtained or produced in the course of providing the Service;
36.1.2 The Provider shall assist and co-operate with the Council to ensure an orderly transition of the Service to a replacement Provider and / or the completion of any work in progress, and provide all information concerning the provision of the Service which may reasonably be requested by the Council.
36.1.3 The Provider shall be liable to compensate the Council for any loss or damage it has sustained in consequence of any antecedent breaches of Agreement by the Provider.
36.1.4 The Provider shall fully and promptly indemnify and compensate the Council in respect of the cost of causing to be performed such Service as would have been performed by the Provider during the remainder of the Agreement Period to the extent that such cost exceeds such sums as would have been lawfully payable to the Agreement for performing such Service (such costs to include all costs of terminating this Agreement and entering into new Agreement(s) with replacement Provider(s).
36.1.5 The Council shall be under no obligation to make any further payment to the Provider and shall be entitled to retain any payments which may have fallen due to the Provider before the termination until the Provider has paid in full to the Council all sums due under or arising from the Agreement, or to deduct from any sums due from the Provider in accordance with Condition 8.
Arrangements on Termination. 2.1 The Employee's employment with the Employer shall terminate on January 8, 2016 (Termination Date).
2.2 The Employer shall pay the Employee his salary up to and including the Termination Date in the usual way.
2.3 The Employer shall continue to provide benefits to the Employee in the usual way up to and including the Termination Date.
2.4 The Employer shall make a payment to the Employee in respect of six days' outstanding holiday amounting to £6,417.69 up to and including the Termination Date.
2.5 The payments and benefits in this clause 2 shall be subject to the income tax and National Insurance contributions that the Employer is obliged by law to pay or deduct.
2.6 The Employee shall submit on or before January 22, 2016 his expenses claims in the usual way and the Employer shall reimburse the Employee for any expenses properly incurred before the Termination Date in the usual way.
Arrangements on Termination. 2.1. The Executive's employment with the Employer shall terminate on 30 November 2018 (the "Separation Date"). Until 30 June 2018 the Executive will continue to perform his normal duties. On 30 June 2018 until the Separation Date the Executive will be placed on garden leave in accordance with clause 24 of the Service Agreement and clause 12 of this Agreement. {00586770.DOCX.7} 2
2.2. The Employer shall pay the Executive his salary up to the Separation Date in the usual way.
2.3. The Employer shall continue to provide benefits to the Executive in the usual way up to the Separation Date.
2.4. The Executive acknowledges that, in accordance with clause 9.3(e) of the Service Agreement, he no longer qualifies for a bonus payment under the Employer's annual bonus program, either in respect of any period worked before 30 June 2018, or any period worked thereafter.
2.5. The Employee's notice period under the Service Agreement is 12 months. The Employee will be placed on garden leave for 5 months from 30 June 2018 until the Separation Date. The Employer will pay the Executive in lieu of 7 months' notice in accordance with clause 20.1 of the Service Agreement and clause 3.1.2 of this Agreement. The parties accordingly believe that the Employee's Post-Employment Notice Period and Post-Employment Notice Pay are nil.
2.6. The payments and benefits in this clause 2 shall be subject to the income tax and National Insurance contributions that the Employer is obliged by law to pay or deduct.
2.7. The Executive shall submit on or before the Separation Date his expenses claims in the usual way and the Employer shall reimburse the Executive for any expenses properly incurred before the Separation Date in the usual way.
2.8. The Company shall deduct from the sums due under this clause 2 any outstanding sums due from the Employee to any Group Company.
