Conduct After Termination Sample Clauses

Conduct After Termination. (a) For a period of 12 months from and after the termination of your employment for any reason: (1) You shall not engage in or become employed as a business owner, employee, agent, representative or consultant in any activity which is in competition with any line of business of Unisys (or its subsidiaries or affiliates) existing as of your termination date, except with the express prior written consent of the Committee, provided, however, you shall be deemed not to be in competition for purposes of Section 7 of this Agreement (i) if you are an employee of or a consultant to an entity a unit of which is in competition with Unisys, provided that it can be demonstrated to the reasonable satisfaction of the Committee that procedures are in place to assure that any unit that is in competition with Unisys and any director, officer, employee, consultant or other representative of such unit cannot directly or indirectly avail itself or themselves of your services, (ii) if you are an employee of or a consultant to an entity that provides consulting services to other entities, one or more of which are in competition with Unisys, provided that it can be demonstrated to the reasonable satisfaction of the Committee that procedures are in place to assure that no entity that is in competition with Unisys nor any director, officer, employee, consultant or other representative of such unit can directly or indirectly avail itself or themselves of your services, (iii) if you invest in securities which are listed for trading on a national exchange or NASDAQ and your investment does not exceed 1% of the issued and outstanding shares of stock or (4) if you acquire an ownership interest in a non-public company, provided that such ownership represents a passive investment; (2) You shall not negatively comment publicly or privately about Unisys (or its subsidiaries or affiliates), any of its products, services or other businesses, its present or past Board of Directors, its officers, or employees, nor shall you in any way discuss the circumstances of your termination of employment, except that (i) you may give truthful testimony before a court or governmental agency, (ii) you may make comments about the circumstances of your termination with the prior written approval of the Corporation, (iii) you may respond publicly to any untrue public comment made by the Corporation, (iv) you may discuss the circumstances of your termination with your attorneys, financial and tax advisers, mem...
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Conduct After Termination. Upon any termination or expiration of this Agreement: (a) Except as otherwise expressly provided herein, CNA and Lenders Protection shall not be relieved of or released from any obligation created by or under this Agreement before the termination date of this Agreement. The Parties hereto expressly covenant and agree that they shall cooperate, in good faith, with each other in the handling of all Claims until the end of the current term of all Policies and likewise until all scheduled loans for each Policy have expired. (b) Upon termination or expiration of this Agreement, Lenders Protection shall not facilitate the placement of new loans to CNA through the Program. Additionally, upon termination or expiration of this Agreement, Lenders Protection shall take all reasonable action to prevent financial institutions from accessing the Software Platform for purposes of submitting new business relating to the issuance of a Policy pursuant to the Program with CNA. For purposes of establishing absolute clarity, Lenders Protection shall, at all times, be permitted to allow financial institutions to access the Software Platform for purposes of submitting new business relating to the issuance of Additional Carrier Policies pursuant to the Program. (c) In the event this Agreement is terminated or expired, CNA shall work in good faith following such termination or expiration date (and shall cause all applicable Insurers to work in good faith) with Lenders Protection and third parties identified by Lenders Protection in connection with the maintenance, support and continuation of the Program (the “Post-Termination Support”), including but not limited to promptly delivering any and all Run-Off Data requested by Lenders Protection; provided, however, such Run-Off Data shall only be required to be delivered in such manner and at such times as similar data delivered during the Term hereof. The Parties hereto acknowledge and agree that the purpose and objective of such Post-Termination Support shall be to ensure that the business of Lenders Protection (and the Program offered thereby) continues with the least amount of delay, interference, cost, disruption or other operational inefficiency. Table of Contents
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Conduct After Termination. From the effective date of termination of this Agreement: (a) agreements or obligations which have been executed or incurred by Manager in connection with or related to Services provided to the Managed Entity shall be assigned over to the Managed Entity and the Managed Entity shall indemnify Manager in connection with the due performance of such agreements; (b) the Managed Entity shall cease to use Manager’s premises, facilities, equipment, phone numbers and any other items that are the property of Manager and shall make arrangements for the orderly transition of the Services by advice letter to Manager; (c) Manager shall be the sole and exclusive owner of the business contacts and investor database maintained by Manager; and (d) Manager shall furnish to the Managed Entity at Managed Entity’s cost within sixty (60) days of the effective date of termination (provided that the Managed Entity has paid all outstanding or potential future fees, costs and expenses of the Manager hereunder) all books, records, electronic data and other information pertaining to the Managed Entity, together with all other materials pertaining to the Managed Entity in its possession, at Managed Entity’s cost. For a period of six (6) years following the effective date of the termination of this Agreement, Manager shall provide the Managed Entity and any successor manager of the Managed Entity with any information from its records that the Managed Entity may reasonably require and the Manager shall be reimbursed for its reasonable costs and expenses thereof.
Sample 1
Conduct After Termination. The Seller shall deliver all Products ordered by the Purchaser and accepted by the Seller prior to termination, and the Purchaser shall accept and pay for all Products ordered by it under purchase orders issued by it and accepted by the Seller prior to the date of termination. Termination shall not relieve and release either party from its obligations to make any other payment which may be owing to the other party under the terms of this Agreement or from any other liability which either may have to the other arising out of this Agreement or breach of this Agreement.
Sample 1Sample 2
Conduct After Termination. From the effective date of termination of this Agreement: (a) agreements or obligations which have been executed or incurred by the Company in connection with or related to Services provided to the Issuer shall be assigned over to the Issuer and the Issuer shall indemnify Company in connection with the due performance of such agreements; (b) The Issuer shall, within 10 days of the effective date of the termination of this Agreement, pay to the Company a termination payment equal to the anticipated Fees of the Issuer for the greater of (i) the six months following termination; or (ii) the remaining calendar year; (c) The Issuer shall cease to use the Company’s premises, facilities, equipment, phone numbers and any other items that are the property of Company and shall make arrangements for the orderly transition of the Services by advice letter to the Company; (d) The Company shall be the sole and exclusive owner of the business contacts and investor database maintained by the Company; and (e) The Company shall immediately furnish to the Issuer at the Issuer’s cost, all books, records, electronic data and other information pertaining to the Issuer and, upon the effective date of the termination of this Agreement, Company shall forthwith transfer all books, records, electronic data and other information pertaining to the Issuer together with all other materials pertaining to the Issuer, in its possession, at the Issuer’s cost, to any successor thereof. For a period of six years following the effective date of the termination of this Agreement, Company shall provide the Issuer and any successor manager of the Issuer with any information from its records that the Issuer may reasonably require and shall be reimbursed for its reasonable costs and expenses thereof.
Sample 1
Conduct After Termination. Upon termination of this Agreement for any reason by either party, Distributor shall, within ten (30) days of the effective date of termination: (a) Remove all signs referring to DSKX or DSKX’s Products. (b) Cease use of all DSKX’s trademarks. (c) Return to DSKX all of DSKX’s confidential information (in accordance with Section 6.4) (whether in machine or human readable formats, including programs, CD’s, computer files, etc.) and any advertising and promotion material and all other materials supplied by DSKX which have not become the property of Distributor. (d) Cease representing itself as a DSKX Distributor.
Sample 1
Conduct After Termination. (a) The Philippine Parties agree to conduct the Project after the date of termination of this Agreement and for the duration of the Compensation Period: (i) in the ordinary course of ordinary business; (ii) to a standard expected of an internationally recognised casino operator; and (iii) so as to maximise EBITDA on a sustainable basis without detriment to the EBITDA of the Project in future periods. (b) The Accounts shall be prepared during the Compensation Period: (i) in accordance with IFRS; (ii) on a basis consistent with practices and procedures applied in the past 2 years prior to the date of preparation of such Accounts; and (iii) give a true and fair view of the financial position of the Project as a whole and the financial performance of the Project for relevant twelve (12) month period.
Sample 1
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Conduct After Termination. From the effective date of termination of this Agreement: (a) agreements or obligations which have been executed or incurred by Manager in connection with or related to Services provided to the Client shall be assigned over to the Client and the Client shall indemnify Manager in connection with the due performance of such agreements; (b) Manager shall, within sixty (60) days of the effective date of termination and, provided that the Client has paid all outstanding or potential future fees, costs and expenses of the Manager hereunder, refund to the Client the Security Deposit (without interest); (c) the Client shall cease to use Manager's premises, facilities, equipment, phone numbers and any other items that are the property of Manager and shall make arrangements for the orderly transition of the Services by advice letter to Manager; Manager shall be the sole and exclusive owner of the business contacts and investor database maintained by Manager; and (d) Manager shall furnish to the Client at Client's cost within sixty (60) days of the effective date of termination (provided that the Client has paid all outstanding or potential future fees, costs and expenses of the Manager hereunder) all books, records, electronic data and other information pertaining to the Client, together with all other materials pertaining to the Client in its possession, at Client's cost. For a period of six (6) years following the effective date of the termination of this Agreement, Manager shall provide the Client and any successor manager of the Client with any information from its records that the Client may reasonably require and the Manager shall be reimbursed for its reasonable costs and expenses thereof.
Sample 1

Related to Conduct After Termination

  • After Termination Axon will not delete Agency Content for 90-days following termination. There will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services.

  • Compensation After Termination a. If (i) the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable law.

  • Survival After Termination The agreement to arbitrate will survive the termination of this Agreement.

  • Obligations after Termination a. Following termination of this Agreement, a Party shall remain liable for all obligations arising hereunder prior to the effective date of termination, including all obligations accrued prior to the effective date, imposed on the Party by this Agreement or the ISO Tariffs or other ISO Related Agreements. b. Termination of this Agreement shall not relieve the NTO of any continuing obligation it may have under the ISO Tariffs and ISO Related Agreements, unless the NTO also withdraws from the ISO Tariffs or ISO Related Agreements.

  • Rights After Termination If any Schedule is terminated for any reason, all rights granted to Client hereunder with respect to the Deliverables under that Schedule shall cease, and Client shall; (a) immediately cease all use of the applicable Deliverables and purge any and all software, content, and materials from Client’s computer systems, storage media and files, and all copies thereof, as applicable, and (b) promptly return or destroy, at College Board’s direction, content and materials, and all copies thereof, and all other confidential information of College Board then in Client’s possession or under Client’s control. Upon termination of this Agreement, the College Board shall terminate Client’s access to any systems to which Client has access under this Agreement.

  • Competition After Termination of Employment The Company shall not pay any benefit under this Agreement if the Executive, without the prior written consent of the Company and within 2 years from the Executive’s Termination of Employment, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Company, which enterprise is, or may deemed to be, competitive with any business carried on by the Company as of the date of termination of the Executive’s employment or retirement. This section shall not apply following a Change in Control.

  • Cooperation With Company After Termination of Employment Following termination of Executive’s employment for any reason, Executive shall fully cooperate with the Company in all matters relating to the winding up of Executive’s pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to such other employees as may be designated by the Company.

  • Payments After Termination No payments of money by Tenant to Landlord after the termination of this Lease, in any manner, or after giving of any notice (other than a demand for payment of money) by Landlord to Tenant, shall reinstate, continue or extend the term of this Lease or affect any notice given to Tenant prior to the payment of such money, it being agreed that after the service of notice of the commencement of a suit or other final judgment granting Landlord possession of the Premises, Landlord may receive and collect any sums of rent due, or any other sums of money due under the terms of this Lease or otherwise exercise its rights and remedies hereunder. The payment of such sums of money, whether as rent or otherwise, shall not waive said notice or in any manner affect any pending suit or judgment theretofore obtained.

  • Earlier Termination This Agreement may be terminated earlier as hereinafter provided.

  • Exercise After Termination of Employment (A) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below), the AWARD may be exercised (to the extent that PARTICIPANT was entitled to do so on the date of the termination of PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination. (B) If PARTICIPANT becomes totally disabled, the AWARD shall become immediately vested and exercisable in full, and the AWARD may be exercised at any time during the first twelve (12) months that PARTICIPANT receives benefits under the Abercrombie & Fitch Co. Long Term Disability Plan, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY, the AWARD shall become immediately vested and exercisable in full by PARTICIPANT’s estate or by the person who acquires the right to exercise the AWARD upon PARTICIPANT’s death by bequest or inheritance. The AWARD may be exercised at any time within one year after the date of PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (D) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

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