Default Termination a. In the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clause 4 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit shall be forfeited absolutely and immediately.
b. If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit shall be forfeited absolutely and immediately.
c. In the event of the sale being set aside for any reason whatsoever by the Assignee or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the account of the purchase price shall be refunded to the Purchaser free of interest less costs and fees incurred by the Assignee in connection with or relating to the sale. The Purchaser shall not be entitled to an account thereof or any claim or demand whatsoever against the Assignee, the Assignee’s Solicitors, the Auctioneer or their respective servants or agents on the above. A certificate by an officer of the Assignee verifying such expenses and/or fees shall be final and conclusive and shall be binding on the Purchaser. Upon payment by the Assignee herein, the Purchaser shall have no other or further claims, or demands whatsoever in nature and howsoever caused against the Assignee, the Assignee’s Solicitors and the Auctioneer or their respective servants or agents.
d. If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee interest/compensation charges at the rate of 10% per annum on the total purchase price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser’s costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the purchase price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee failing which the Assignee shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
e. Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee, the Assignee’s Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
f. The Purchaser or the Purchaser’s Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee with the Assignee’s interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser’s Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
g. The Assignee shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee shall think fit without further reference to the Purchaser. The costs and expenses of in connection with and resulting from such resale together with any deficiency in the price resulting from the resale or the purchase price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.
Qualifying Termination If, prior to Executive’s attainment of age 65, Executive’s employment is involuntarily terminated by the Company without Cause (and other than due to his Disability) or is voluntarily terminated by Executive for Good Reason, in either case only during the period commencing on the occurrence of a Change in Control of the Company and ending on the second anniversary of date of the Change in Control (“Protection Period”), then the Company shall pay or provide Executive with:
(i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);
(ii) Any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year;
(iii) A pro-rated annual cash incentive for the fiscal year in which such termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated annual cash incentive award shall be paid when awards are paid generally to senior executives for such year;
(iv) A lump sum severance payment in the aggregate amount equal to the product of (A) the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his annual target annual cash incentive award multiplied by (B) two (2); provided, unless the Change of Control occurring on or preceding such termination also meets the requirements of Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision) thereunder (a “409A Change in Control”), the amount payable to Executive under this subparagraph (iv) shall be paid to Executive in equal semi-monthly payroll installments over a period of twenty-four (24) months, not in a lump sum, to the extent necessary to avoid the application of Section 409A(a)(1)(A) and (B);
(v) Subject to Executive’s continued co-payment of premiums, continued participation for two (2) years in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA; and
(vi) Payments falling under Section 10(b)iv shall, if to be paid in a lump sum pursuant to such section, be paid within ten (10) business days after the Executive’s termination of employment. Provided, to the extent applicable under Section 409A as a “deferral of compensation,” and not as a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4), the payments and benefits payable to Executive under this Section 10(b) shall be subject to the Safe Harbor and Postponement provided at Section 8(c)(iv).
Series Termination (a) If, on the August 2025 Distribution Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount at the close of business on the last day of the Monthly Period preceding the Series 2018-3 Termination Date (after giving effect to all distributions required to be made on the Series 2018-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to subsection 7.02(b)) occur on the Series 2018-3 Termination Date. No Transferor, any Affiliate thereof, any agent thereof or any other party consolidated with such Transferor for purposes of United States generally accepted accounting principles shall be entitled to participate in such bidding process or to purchase the Receivables; provided, however, that, to the extent the Collateral Interest Holder is not a Transferor, an Affiliate thereof, an agent thereof or any other party consolidated with a Transferor for purposes of United States generally accepted accounting principles, the Collateral Interest Holder may participate in such bidding process.
(b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 2018-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 2018-3 Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the August 2025 Distribution Date to the Series 2018-3 Termination Date, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.
Termination of Service (a) If, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination.
(b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability.
(c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation.
(d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination.
(e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.
Change in Control Termination (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, and his execution of a Release which becomes effective within thirty (30) days following the Termination Date, the Executive shall be entitled to receive the following:
(i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date: provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and,
(ii) a lump sum payment equal to the Executive’s Target Bonus for the fiscal year in which the Termination Date (as determined in accordance with Section 5.6) occurs (or if greater, the year in which the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year.
(b) Notwithstanding the terms of any equity incentive plan or award agreements, as applicable:
(i) all outstanding unvested stock options or stock appreciation rights granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term;
(ii) all outstanding equity-based compensation awards other than stock options or stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Code shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A shall remain in effect; and,
(iii) all outstanding equity-based compensation awards other than stock options and stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) of the Code shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.
(c) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective Date:
Forfeiture upon Termination of Status as a Service Provider Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.
Covered Termination “Covered Termination” shall mean Executive’s Constructive Termination or the termination of Executive’s employment by the Company other than for Cause.
Other Termination of Service If the Optionee's Service with the Participating Company Group terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee's Service terminated, may be exercised by the Optionee within three (3) months after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date.
Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).
