CECO Termination Payment Sample Clauses

CECO Termination Payment. (A) If an Event of Default with respect to CECO shall have occurred and be continuing, NEA shall have the right (I) to designate a day on which this Agreement will terminate (the “CECO Early Termination Date”), (II) withhold any payments due to CECO under this Agreement and (III) suspend performance. NEA shall calculate, in a commercially reasonable manner, a CECO Termination Payment as of the CECO Early Termination Date. As soon as practicable after termination, notice shall be given by NEA to CECO of the amount of the CECO Termination Payment. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. CECO shall make the CECO Termination Payment within two (2) Business Days after such notice is effective. If CECO disputes NEA’s calculation of the CECO Termination Payment, in whole or in part, CECO shall, within two (2) Business Days of receipt of the calculation of the CECO Termination Payment, provide to NEA a detailed written explanation of the basis for such dispute; provided, however, CECO shall first transfer Performance Assurance to NEA in an amount equal to the CECO Termination Payment as calculated by NEA.
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CECO Termination Payment. (A) If an Event of Default with respect to CECO shall have occurred and be continuing, NEA shall have the right (I) to designate a day on which this Agreement will terminate (the "CECO Early Termination Date"), (II) withhold any payments due to CECO under this Agreement and (III) suspend performance. NEA shall calculate, in a commercially reasonable manner, a CECO Termination Payment as of the CECO Early Termination Date. As soon as practicable after termination, notice shall be given by NEA to CECO of the amount of the CECO Termination Payment. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. CECO shall make the CECO Termination Payment within two (2) Business Days after such notice is effective. If CECO disputes NEA's calculation of the CECO Termination Payment, in whole or in part, CECO shall, within two (2) Business Days of receipt of the calculation of the CECO Termination Payment, provide to NEA a detailed written explanation of the basis for such dispute; provided, however, CECO shall first transfer Performance Assurance to NEA in an amount equal to the CECO Termination Payment as calculated by NEA. (B) Notwithstanding the provisions of Section 8.2(a)(i)(A), if on the first occasion that an Event of Default by CECO pursuant to Section 8.1(b) shall have occurred and be continuing, and NEA has exercised its rights under Section 8.2(a)(i)(A) to designate a CECO Early Termination Date, which date shall be no less than twenty (20) Business Days from the date NEA provides CECO with the notice of default under Section 8.1(b), CECO may, within twenty (20) Business Days of such notice, provide NEA with any amounts then due, plus credit support in an amount equal to the aggregate of the payments to be made by CECO pursuant to Article 4 hereof for the subsequent three (3) month period, as calculated in good faith by NEA (and disregarding any suspension of performance by NEA under Section 8.2(a)(i)) ("Credit Support") in any of the following forms: (I) a letter of credit with an initial term of at least six (6) months issued by a bank or other financial institution reasonably acceptable to NEA, which will allow NEA to draw on the letter of credit up to the full amount upon a subsequent Event of Default by CECO, or (II) such other credit support proposed by CECO that is reasonably acceptable to NEA. If CECO makes such payments and provides such Credit Support, then NEA's rights under Section 8.2(a)(i) s...
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Related to CECO Termination Payment

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

  • Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • 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.

  • Separation Payment Except with respect to the Accrued Benefits as defined in the Employment Agreement, if you sign this Agreement, agreeing to be bound by the General Release in Paragraph 3 below and the other terms and conditions of this Agreement described below, and comply with the requirements of this Paragraph 2 (other than the Accrued Benefits), you will receive the compensation and benefits as contemplated by the Employment Agreement. You will not be eligible for the payment and benefits described in this Paragraph 2 unless: (i) you sign this Agreement no later than twenty-one (21) days after you receive it, promptly return the Agreement to the Company after you sign it, and do not timely revoke it; and (ii) you have returned all Company property and documents in accordance with Paragraph 15 below.

  • Entire Termination Payment The compensation provided for in this Article IV for early termination of this Agreement and termination pursuant to this Article IV shall constitute Executive's sole remedy for such termination. Executive shall not be entitled to any other termination or severance payment which may be payable to Executive under any other agreement between Executive and Ceridian.

  • Payment Through Termination Upon termination of Employee's employment for any reason provided above, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements (including payments for accrued vacation and sick leave, in each case in accordance with applicable policies of the Company) due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Employee only to the extent and in the manner expressly provided above in this Section 6. With respect to incentive bonus compensation, Employee shall be entitled to receive any bonus declared but not paid prior to termination. In addition, in the event of a termination by the Company under Section 6(b) or 6(d), Employee shall be entitled to receive incentive bonus compensation through the end of the Company's fiscal year in which termination occurs, calculated as if Employee had remained employed by the Company through the end of such fiscal year, and paid in such amounts, at such times, and in such forms as are determined pursuant to Section 3(b) above and Exhibit A attached hereto. Except as specified in the preceding two sentences, Employee shall not be entitled to receive any incentive bonus compensation after the effective date of termination of his employment. All other rights and obligations of USFloral, the Company, and Employee under this Agreement shall cease as of the effective date of termination, except that Employee's obligations under Sections 7, 8, 9 and 10 below shall survive such termination in accordance with their terms.

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Termination Pay Effective upon the termination of this Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 6.5, and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. For purposes of this Section 6.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

  • Termination for Non-Payment In the event that full payment of any or all fees due to Escrow Associates under this Agreement have not been received by Escrow Associates within thirty (30) days of the date payment is due, Escrow Associates will notify all parties hereto of the delinquent fees. If the delinquent fees are not received within thirty (30) days of the delinquency notification, Escrow Associates shall have the right to terminate this Agreement and destroy the Deposit Materials.

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