Deemed Terminations Sample Clauses

Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their interests in the Company in liquidation thereof, (iii) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
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Deemed Terminations. Notwithstanding the provisions of Section 4.2, if the "liquidation" of the tax partnership results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) subparagraphs (a) and (b) of Section 4.2 shall not apply, (ii) the tax partnership shall be deemed to have contributed its assets to a new tax partnership and then to have distributed interests in the new tax partnership to the parties, (iii) the parties shall be deemed to have received interests in the new tax partnership equivalent to the interests held by them in the tax partnership deemed terminated, and (iv) the new tax partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
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Deemed Terminations. (In Absence of Any Extraordinary Event). For purposes of this Section 5, your Employment Period shall be deemed to terminate before the end of the Restricted Period, even if it does not actually so terminate, if, before the end of the Restricted Period, and before the occurrence of an Extraordinary Event (as defined by Section 6.06(d) of the Plan), (i) you give notice before the end of the Restricted Period to the Company or any of its Subsidiaries of the termination of your association with them in all capacities (whether as a director, officer, employee or consultant), (ii) you take any action before the end of the Restricted Period, such as accepting another position, that, in the judgment of the Committee, indicates that you plan to terminate your association with the Company and its Subsidiaries, or (iii) the Company and/or any of its Subsidiaries gives notice prior to the end of the Restricted Period to you that your association with them in all capacities (whether as a director, officer, employee or consultant) is being terminated. For the avoidance of doubt, Clauses (i), (ii) and (iii) concerning termination of association shall apply even if your termination of association is planned or stated not to become effective until after the end of the Restricted Period and your termination shall be deemed effective for purposes of this Section 5 as of the date of the notice or action described in Clauses (i), (ii), or (iii).
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Deemed Terminations. Notwithstanding the provisions of PARAGRAPH 4.2, if the "liquidation" of the tax partnership results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) SUBPARAGRAPHS 4.2(A) and (B) shall not apply, (ii) the tax partnership shall be deemed to have distributed its Assets in accordance with the relative Capital Account balances of the Participants as adjusted pursuant to SUBPARAGRAPH 4.2(A), (iii) the Participants shall be deemed for tax purposes to have contributed those Assets to a new partnership pursuant to the terms of this EXHIBIT C, and (iv) the new tax partnership shall continue pursuant to the terms of this Agreement and this EXHIBIT C.
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Deemed Terminations. (In Absence of Any Extraordinary Event). For purposes of this section 5, your Employment Period shall be deemed to terminate before the end of the Restricted Period, even if it does not actually so terminate, if, before the end of the Restricted Period, and before the occurrence of an Extraordinary Event (as defined by Section 6.06(d) of the Plan), (i) you give notice to the Company or any of its Subsidiaries of the termination of your association with them in all capacities (whether as a director, officer, employee or consultant) effective as of a date before or within 60 days after the end of the Restricted Period, (ii) you take any action, such as accepting another position, that, in the judgment of the Committee, indicates that you definitely plan to terminate your association with the Company and its Subsidiaries before or within 60 days after the end of the Restricted Period, or (iii) the Company and/or any of its Subsidiaries gives notice to you that your association with them in all capacities (whether as a director, officer, employee or consultant) is being terminated as of a date prior to or within 30 days after the end of the Restricted Period.
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Deemed Terminations. Notwithstanding the provisions of PARAGRAPH 4.2, -------------- if the "liquidation" of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) SUBPARAGRAPHS 4.2(A) and (B) shall ------------------- not apply, (ii) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their interests in the Company in liquidation thereof, (iii) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
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Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and 4.2(b) shall not apply, (ii) the Company shall be deemed for tax purposes to have contributed its Assets to a new tax partnership pursuant to the terms of this Exhibit C, (iii) the Company shall be deemed to have distributed Percentage Interests in such new tax partnership in accordance with the relative Capital Account balances of the Members as adjusted pursuant to Subparagraph 4.2(a), and (iv) the new tax partnership shall continue pursuant to the terms of this Agreement and this Exhibit C. This Exhibit C may be executed in one or more counterparts each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same exhibit. Delivery of an executed counterpart of a signature page to this Exhibit C in .pdf or other electronic form shall be effective as delivery of a manually executed counterpart of this Exhibit C.
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Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the tax partnership results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the tax partnership shall be deemed to have distributed its Assets in accordance with the relative Capital Account balances of the Participants as adjusted pursuant to Subparagraph 4.2(a), (iii) the Participants shall be deemed for tax purposes to have contributed those Assets to a new partnership pursuant to the terms of this Exhibit, and (iv) the new tax partnership shall continue pursuant to the terms of this Agreement and this Exhibit. EXHIBIT D To CONVERSE URANIUM PROJECT EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT By And Between Canyon Resources Corporation And New Horizon Uranium Corporation
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Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the tax partnership results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the tax partnership shall be deemed to have distributed its Assets in accordance with the relative Capital Account balances of the Participants as adjusted pursuant to Subparagraph 4.2(a), (iii) the Participants shall be deemed for tax purposes to have contributed those Assets to a new partnership pursuant to the terms of this Appendix, and (iv) the new tax partnership shall continue pursuant to the terms of this Agreement and this Appendix. APPENDIX F – MINERAL RIGHTS APPENDIX G – OTHER RIGHTS Owned and Leased Real Property (A) Helvetia Ranch parcels -- Rosemont Copper Company, Special Warranty Deed recorded in the official records of Pima County, Arizona on August 25, 2008 at Docket 12876, Page 4765. (B) Xxxxxxx Xxxx/53 acre Lamb parcel -- Xxxxxxx Properties, LLC, Special Warranty Deed recorded in the official records of Pima County, Arizona on February 15, 2007 at Docket 12993, Page 5277. (C) Singing Valley Ranch parcels -- Rosemont Copper Company, Special Warranty Deed recorded in the official records of Pima County, Arizona on December 12, 2007 at Docket 13204, Page 3837. (D) Xxxxxxx East/20 acre Kanarco parcel -- Xxxxxx Properties, LLC, Warranty Deed recorded in the official records of Pima County, Arizona on January 15, 2008 at Docket 13222, Page 2641. (E) Xxxxxx Junction/Xxxxx parcels -- Xxxxxx Junction, LLC, General Warranty Deed recorded in the official records of Pima County, Arizona on September 25, 2008 at Docket 13399, Page 1842. (F) Pipeline Triangle/Xxxxxxxxx parcel -- Rosemont Copper Company, General Warranty Deed recorded in the official records of Pima County, Arizona on August 31, 2009 at Docket 13633, Page 4344. (G) Helvetia Annex (Xxxxxxx) parcel -- Rosemont Copper Company, General Warranty Deed recorded in the official records of Pima County, Arizona on November 20, 2009 at Docket 13689, Page 2571. (H) Helvetia Annex (ADC Properties/Calica) parcel -- Rosemont Copper Company, General Warranty Deed recorded in the official records of Pima County, Arizona on December 1, 2009 at Docket 13695, Page 1983. (I) Helvetia Annex (Avra Valley/Lebrecht) parcels -- Rosemont Copper Company, Special Warranty Deed recorded in the official records of Pima County, Arizona on January 11, 2010 at Docket 13722, Page 2221.
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Related to Deemed Terminations

  • Deemed Termination A full-time or regular part-time nurse shall lose all service and seniority and shall be deemed to have terminated if the nurse: (a) leaves of her or his own accord; (b) is discharged and the discharge is not reversed through the grievance or arbitration procedure; (c) has been laid off for twenty-four (24) calendar months; (d) refuses to continue to work or return to work during an emergency which seriously affects the Hospital's ability to provide adequate patient care, unless a satisfactory reason is given to the Hospital; (e) is absent from scheduled work for a period of three (3) or more consecutive working days without notifying the Hospital of such absence and providing a satisfactory reason to the Hospital; (f) fails to return to work (subject to the provisions of 10.06 (e)) upon termination of an authorized leave of absence without satisfactory reason or utilizes a leave of absence for purposes other than that for which the leave was granted; (g) fails upon being notified of a recall to signify her or his intention to return within twenty (20) calendar days after she or he has received the notice of recall mailed by registered mail to the last known address according to the records of the Hospital and fails to report to work within thirty (30) calendar days after she or he has received the notice of recall or such further period of time as may be agreed upon by the parties;

  • Deemed Termination upon delay Without prejudice to the provisions of Clauses 8.3, and subject to the provisions of Clause 7.3, the Parties expressly agree that in the event the Appointed Date does not occur, for any reason whatsoever, within 90 days of signing of the Agreement and submission of the full Performance Security by the Contractor, the Agreement shall be deemed to have been terminated. The Authority shall pay damages to the Contractor equivalent to 1% of the Contract Price (3% in case of standalone bridge projects). All other rights, privileges, claims and entitlements of the Contractor under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased. The Contractor shall hand over all information in relation to the Highway, including but not limited to any data, designs, drawings, structures, information, plans, etc. prepared by them for the Highway, to the Authority. 9 Clause 3.3 may be suitably modified in the event that all the environmental clearances for the Project Highway have been received or are not required. It should be clearly stated that all the environmental clearances for the Project Highway have been received; or such environmental clearances for the Project Highway are not required.

  • TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION (a) Executive’s employment hereunder may be terminated by the Company at any time: (i) upon the determination that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of Executive; (ii) the “total disability” of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “justifiable cause” shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employment.

  • Required Termination If a court of competent jurisdiction or Government Authority issues a final non-appealable order or judgment holding that all or part of the Agreement or all or a part of the Services offered under the Agreement are in violation of any Law (each, a “Judgment”), the affected party has the right to terminate those portions of the Agreement that are part of such Judgment by providing the other party with written notice of its intent to terminate such portions of the Agreement, and subject to Section II.E, such termination of such portions of the Agreement will be effective as of the date specified in such notice.

  • Voluntary Termination; Termination for Cause If Executive’s employment with the Company terminates voluntarily by Executive or for “Cause” by the Company, then (i) all vesting of the Option will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (ii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies as then in effect.

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment without Good Reason by providing the Company sixty (60) days’ written notice of such termination. In the event of a termination of employment by Employee under this Section 8(f), Employee shall be entitled only to the Accrued Obligations, and any equity awards or equity-related awards that are not vested as of the date of termination shall be cancelled. In the event of termination of Employee’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Employee without Good Reason. Following such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 8(f), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination of Employment by the Company for Cause (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: (A) Employee’s conviction, or plea of guilty or nolo contendere to, a felony; (B) Employee’s engaging in willful misconduct that is economically injurious to the Company (including, but not limited to, a willful violation of Sections 10 or 11 of this Agreement or the embezzlement of funds or misappropriation of other property of the Company or any subsidiary); or (C) Employee shall breach this Agreement in a material manner or engage in fraudulent conduct as regards the Company which results either in personal enrichment to Employee or material injury to the Company. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Cause.

  • On Termination In the event this Agreement is terminated for any reason prior to the expiration of its original term or any renewal term, Owner shall indemnify, protect, defend, save and hold Manager and all of the other Indemnified Parties harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney's fees and expenses, of every kind and nature whatsoever (collectively, "Losses"), that may be imposed on or incurred by Manager by reason of the willful misconduct, gross negligence and/or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner.

  • Termination of Employment by Death The Employee's Employment will terminate automatically at the time of his death. If the Employee's Employment terminates by reason of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (A) if the Employee dies while on Active Status or during the Part-time Employment Period (other than during the last 12 months of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i), as applicable.

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

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