Effect of Termination on Other Agreements Sample Clauses

Effect of Termination on Other Agreements. In the event that either (x) the Company terminates Executive’s employment under this Agreement without Cause (other than due to death or Disability) or (y) Executive terminates his employment under this Agreement for Good Reason, then: (i) so long as there remain any unpaid obligations under either Note as of the Date of Termination: (A) for purposes of determining Buyer’s obligations to Executive (but not the Other Seller) under each Note, the TFQ Gross Profit (as defined in such Note) for any fiscal quarter ending after the Date of Termination shall be deemed for purposes of such Note to be greater than the Target Gross Profit (as defined in such Note); and (B) for purposes of determining Buyer’s obligations to the Other Seller under each Note, for periods from and after the Date of Termination, the Target Gross Profit shall be reduced by twenty percent (20%) (with the percentage reduction in the Target Gross Profit for any TFQ (as defined in such Note) in which the Date of Termination occurs being pro-rated so that such percentage reduction is equal to (I) twenty percent (20%), multiplied by (II) the number of days in the TFQ from and after the Date of Termination, and divided by (III) the total number of days in the TFQ); (ii) if (A) such termination was by Executive for Good Reason pursuant to clause (IV) of the definition thereof due to Buyer’s breach of its obligations under either Note to pay or otherwise satisfy any amounts due under such Note when due (after giving effect to Section 4(h)(i) above), or (B) after the Date of Termination, Buyer breaches its obligations under either Note to pay or otherwise satisfy any amounts due under such Note when due (after giving effect to Section 4(h)(i) above), which breach in the case of either of the preceding clauses (A) or (B), as applicable, is not cured within ninety (90) days after written notice of such breach is received by Buyer from Executive (in the case of clause (A), such notice being deemed to be the notice given by Executive pursuant to clause (A) of the definition of Good Reason), then Executive’s obligations under Section 1 of the Non-Competition Agreement (but, for the avoidance of doubt, not (x) Section 2 or any other Section of the Non-Competition Agreement or (y) any obligations of the Other Seller under the Non-Competition Agreement) shall cease and be of no further force and effect; provided, that the foregoing will not release Executive from liability for any breaches of Section 1 of...
Sample 1
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Effect of Termination on Other Agreements. The Parties agree that termination or expiration of this Agreement for any reason, will have no effect on the Reseller Agreement or the Services Agreement, both of which may continue in independent operation, except as otherwise expressly provided in this Agreement.
Sample 1

Related to Effect of Termination on Other Agreements

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Effect of Termination on Compensation In the event of the termination of this Agreement prior to the completion of the term of employment specified in Article 1, the Employee shall be entitled to the compensation earned by the Employee prior to the effective date of termination as provided for in this Agreement, computed pro rata up to and including that date. Except as otherwise provided in this Agreement, the Employee shall be entitled to no further compensation after the date of termination.

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Effect of Termination and Abandonment In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

  • Termination of Other Agreements This Agreement sets forth the entire understanding of the parties hereto with respect to the Option and Option Shares, and supercedes all prior arrangements or understandings among the parties regarding such matters.

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis and each member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s Group, on the one hand, and another Party and/or any member of such other Party’s Group, on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

  • Effect of Agreement on Other Benefits Except as specifically provided in this Agreement, the existence of this Agreement shall not be interpreted to preclude, prohibit or restrict Executive’s participation in any other employee benefit or other plans or programs in which he currently participates.

  • Waiver of Termination Rights The Employee waives any and all rights to compensation or damages as a result of a Termination, insofar as those rights result or may result from: (a) the loss or diminution in value of such rights or entitlements under the Program; or (b) the Employee ceasing to have rights, or ceasing to be entitled to any Awards under the Program as a result of such Termination.

  • Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

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