Certain Circumstances. The Committee may cancel your option at any time if you are not in compliance with all applicable provisions of this Agreement or the Plan or if you, without the prior written consent of the Committee, engage in any of the following activities: (i) you render services for an organization, or engage in a business, that is, in the judgment of the Committee, in competition with Invacare; or (ii) you disclose to anyone outside of Invacare, or use for any purpose other than Invacare's business, any confidential information or material relating to Invacare, whether acquired by you during or after employment with Invacare, in a fashion or with a result that is or may be injurious to the best interests of Invacare, as determined by the Committee. The Committee may, in its discretion and as a condition to the exercise of your option, require you to represent in writing that you are in compliance with all applicable provisions of this Agreement and the Plan and have not engaged in any activities referred to in clauses (i) and (ii) above.
Certain Circumstances. In the event the Company terminates Executive’s employment without Cause or due to death or a total disability or in the event that the Company elects not to renew this Agreement, and subject to Executive executing the release attached hereto as Exhibit A, Executive shall be entitled to receive the following in lieu of any other severance:
(i) Executive shall receive a payment equal to Executive’s monthly Base Salary at the highest rate in effect for Executive during the 24-month period immediately preceding the effective date of termination and Executive’s monthly bonus value (determined by dividing the highest amount of annual cash bonus compensation paid to Executive in respect of either the first or second full calendar year immediately preceding the effective date of termination by twelve) for a period equal to the greater of (1) the number of months remaining in the Employment Term or (2) 24 months (the “Severance Period”).
(ii) Executive shall continue to receive the health benefits coverage in effect on the effective date of termination (or as the same may be changed from time to time for Peer Executives) for Executive and, if any, Executive’s spouse and dependents for the Severance Period. At the option of the Company, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s after-tax cost of obtaining generally comparable coverage for such period.
(iii) Executive shall continue to serve as a non-officer employee of the Company during the Severance Period and, as such, all options granted to Executive shall continue vesting for such period.
Certain Circumstances. TCC assumes no responsibility for any occurrences beyond its control, including but not limited to Federal or FINRA filing backlogs or agency computer breakdowns, which may result in processing delays. TCC will use its best efforts to prepare documents and SEC filings for Client but cannot guarantee that the SEC will comment of TCC’s work; however, in the event that there is an error or oversight on the part of TCC, TCC will use its best efforts to resolve the problem at no additional expense to Client. In no event will TCC be liable for actual, incidental, consequential, related or any other type of damages, in any amount, attributable to such error or oversight on the part of TCC.
Certain Circumstances. Neither GPT nor PCMS assume any responsibility for occurrences beyond their respective control, including but not limited to Federal and state filing backlogs or agency computer breakdowns, which may result in processing delays. In no event will GPT be liable for actual, incidental, consequential, related or any other type of damages, in any amount, attributable to such error or oversight on the part of GPT.
Certain Circumstances. If (i) there exists no Event or Event of Default on any such date and no Event or Event of Default shall be caused by the action permitted below and (ii) any one Lender refuses to consent to any amendment, waiver or consent to any provision hereof or in any Loan Documents in accordance with the terms of Section 11.14 of this Agreement (other than an amendment to increase the Commitment of such Lender), but to which each other Lender has previously agreed in writing, then the Borrower may, within 45 days after the date of such consent, amendment or waiver, replace such Lender in whole with another Eligible Assignee reasonably acceptable to the Agent, pursuant to an Assignment Agreement.
Certain Circumstances. Upon EmTech’s request, Provider shall promptly deliver a complete copy of the EmTech Source Code in the event of any one or more of the following: (a) termination of this Agreement pursuant to Section 3.2, (b) Provider’s refusing, failing or being unable to fulfill its material obligations under the initial SOW or applicable SOW or being in material breach of the SOW and failure to remedy such breach under the terms of the SOW, (c) entry of an order for relief with respect to Provider under Chapter 7 of the Bankruptcy Code or any similar proceeding initiated under the law of any jurisdiction; (d) filing and pendency of a motion, or entry of an order, for rejection by or on behalf of Provider or its estate of this Agreement under Section 365 of the Bankruptcy Code; (e) the making by Provider of a general assignment for the benefit of creditors; (f) the appointment of a receiver or trustee for the benefit of creditors generally or for liquidation of Provider’s business or property; (g) action by Provider under any state, federal or foreign insolvency or similar law for the purpose of its liquidation; (h) Provider’s failure to continue to do business in the ordinary course; or (i) Provider’s material failure to provide, support and maintain the Pre-existing Material or the Deliverables in whole or in part.
Certain Circumstances. Consultant assumes no responsibility for any occurrences beyond Consultant’s control.
Certain Circumstances. This Section 8.2 is subject to the provisions of Section 13.4 regarding successors in interest to and Affiliates of Array.
Certain Circumstances. Notwithstanding the provisions of Section 6.2 and Section 6.3 above, upon (i) the occurrence of a Significant Triggering Event while the relevant Note remains issued and outstanding, whether or not the relevant Management Group member remains employed by the relevant Group Company, or (ii) the resignation of any Ceasing Management for any reason (other than for Good Cause) prior to the first anniversary (non-inclusive) of the Effective Date of this Agreement, then the Investor shall have the right, at its sole option, to exercise the Repurchase Right for all of the Management Purchased Shares beneficially owned by such Management Group member.
Certain Circumstances. Notwithstanding anything to the contrary in this Agreement:
(a) in the event of any circumstances falling within Clause 6.5 which might affect the advance of the Loan on the Drawdown Date (the “Relevant Circumstances”):
(i) occurring and being continuing on the date falling ninety (90) days before the Intended Delivery Date (the “Relevant Date”), each Lender will notify the Borrower (through the Agent) of the Relevant Circumstances on the Relevant Date or, if the Relevant Date is not a Business Day, on the next following Business Day; and
(ii) occurring after the Relevant Date, each Lender will notify the Borrower (through the Agent) immediately each Lender become aware of the Relevant Circumstances;
(b) in the event of any Relevant Circumstances falling within Clauses 6.5(a) or (b) (the “Pricing-Related Relevant Circumstances”) occurring before the Loan is made available and notwithstanding the provisions of Clause 6.7, each Lender will fund its respective Contributions by reference to the agreed alternative rate of interest in accordance with Clauses 6.8, 6.9 and 6.10 as if the provisions of such Clauses applied not only in the event that the Pricing-Related Relevant Circumstances have been notified by the Agent to the Borrower after the making of the Loan but also before the making of the Loan.
(c) in the event of any Relevant Circumstances falling within 6.5(c) (the “Availability-Related Relevant Circumstances”) occurring before the Loan is made and notwithstanding the provisions of Clause 6.7 of the Loan Agreement, each Lender will enter into good faith discussions with the Borrower for a period not exceeding 10 Business Days in order to discuss a basis on which the Lenders could be able to fund their respective Contributions in Dollars (or, if unavailable in Dollars, then in any available currency). Such discussions shall be without obligation on the Lenders provided that during such discussion period, such circumstances continue.
