Effectiveness of Agreement; Term. (a) The term of this Agreement shall commence on the date that Noble completes a Qualified IPO, and shall end on the first anniversary of a Change in Control. For purposes of this Section 2, a “Qualified IPO” shall have the meaning ascribed to such term in the Fifth Amended and Restated Limited Liability Company Operating Agreement, dated as of August 15, 2008, of Noble Environmental Power, LLC, as amended from time to time (the “Fifth Amended and Restated LLC Agreement”).
(b) Notwithstanding anything in this Agreement to the contrary, the Board shall have the authority to amend or terminate this Agreement, provided that such amendment or termination shall not become effective until one year after the Board provides Executive with written notice of such amendment or termination. For the avoidance of doubt, such amendment or termination shall not apply to any Change in Control occurring during the one-year period prior to the effectiveness of such amendment or termination.
Effectiveness of Agreement; Term. This Agreement shall become effective on the consummation of the IPO ("the Effective Date"), but shall be void and of no further effect if the IPO has not been consummated by December 31, 1999. The term of Executive's employment pursuant to this Agreement shall be for the period from and including the Effective Date until and including the fourth anniversary of the Effective Date, and for additional, consecutive one-year periods thereafter, all unless earlier terminated as provided in Section 8, below.
Effectiveness of Agreement; Term. (a) This Agreement shall become effective as to any particular Fund on the date of the Funds execution of Schedule I as provided in Section 17 hereof.
(b) This Agreement may be terminated at any time by any party hereto upon thirty (30) days prior written notice to the other party hereto or upon such shorter notice as is required by law, order or regulatory or self-regulatory authority with jurisdiction over the terminating party or at such time as the parties hereto may agree to in writing. Notwithstanding the foregoing, this Agreement may be terminated immediately upon a material breach by any party hereto.
(c) This Agreement shall immediately cease to apply with respect to any Fund at such time as Shares of such Fund are no longer offered to the public (except that this Agreement shall continue to apply with respect to accounts in such Fund created, and to purchases and redemptions of such Fund made prior to cessation of public offering for so long as such accounts remain in that Fund).
Effectiveness of Agreement; Term. This Agreement shall become effective at the Acquisition Effective Time on the Closing Date (as defined in the Merger Agreement) (the “Effective Date”). If the Merger Agreement is terminated in accordance with its terms or otherwise and, consequently, the Acquisition Effective Time and the Closing Date does not occur, at the time of such termination this Agreement shall be null and void ab initio and of no force or effect. Upon the occurrence of the Acquisition Effective Time, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, the Partnership, and Glimcher LP, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the fifth annual anniversary of the Effective Date (the “Employment Period”); provided, that, on the fifth annual anniversary of the Effective Date and each annual anniversary of such date thereafter (such date and each annual anniversary thereof, a “Renewal Date”), unless previously terminated in accordance with the provisions of Section 3 hereof, the Employment Period shall be automatically extended so as to terminate one year from such Renewal Date unless, at least 120 days prior to the Renewal Date, either party shall give written notice to the other that the Employment Period shall not be so extended. If the Employment Period is terminated by reason of the Company giving written notice of non-renewal in accordance with this Section 1, such termination shall constitute a termination of the Executive’s employment without Cause as provided under the Severance Benefits Agreement, by and between the Executive and the Company, dated as of June 11, 1997, as amended April 1, 2011 and as further amended as of the date hereof (the “Severance Benefits Agreement”).
Effectiveness of Agreement; Term. Except for the provisions of Article I (Definitions), Article II (Term), Article IV (Acquisition of Site, Transportation and Consents), Section 5.1 (Support to Obtain Seller Consents), Section 5.2 (Conditions to Seller Consents), Section 5.3 (Support for Obligations), Section 5.5 (Immigration Controls), Section 6.2 (Construction, Operation, and Maintenance of Complex; Appointment of Contractors), Article XI (Assignment and Security), Article XVII (Guarantee) and Article XVIII (Miscellaneous Provisions), which shall become effective immediately upon execution and delivery of this Agreement, this Agreement shall commence and be effective in its entirety on the date of Financial Closing (the “Effective Date”). Unless terminated earlier in accordance with the terms of the Letter of Support or Article XIV (Termination), as the case may be, this Agreement shall continue in full force and effect for a term equal to the “Term” (as defined in the Energy Purchase Agreement) of the Energy Purchase Agreement (the “Term”).
Effectiveness of Agreement; Term. Except for the provisions of this Section 2.1 and Sections 2.2, 5.1, 5.2, 5.3 and 6.2, and Articles XI and XVIII, which shall become effective immediately upon execution and delivery of this Agreement, this Agreement shall commence and be effective on the date of Financial Closing (the “ Effective Date ”), and shall, unless terminated earlier in accordance with the terms of the Letter of Support or this Agreement, continue in full force and effect until the 25th anniversary of the Commercial Operations Date (the “ Term”), as such date may be extended pursuant to Section 2.2(b) of the Power Purchase Agreement.
Effectiveness of Agreement; Term. A. This Agreement will become effective as to any particular Fund as of the later of (i) the date set forth on Schedule I opposite the name of such Fund or (ii) such later date as Oppenheimer may, in its discretion, designate in writing, but in no event, with respect to any Fund that offers to the public more than one class of shares, before the effective time of all agreements and other documents containing such representations, warranties, covenants, and agreements as may be required by any order of the Securities and Exchange Commission relating to the offer and sale of such multiple classes of shares.
B. This Agreement may be terminated by either party as to any Fund upon 90 days' written notice, or upon such shorter notice as is required by law, order, or instruction by a court of competent jurisdiction or a regulatory body or self-regulatory organization with jurisdiction over the terminating party. This Agreement shall automatically terminate (1) as to any Fund upon the termination of Fund Party's engagement as the distributor for such Fund (except in connection with any assignment of this Agreement approved by Oppenheimer pursuant to Section XIV), and (2) as to all Funds if the representations and warranties of Oppenheimer contained in clause (v) or (vii) of Section VI.b. cease to be true. After the date of such a termination as to any Fund, with respect to such Fund the parties agree that they will negotiate in good faith to reach agreement with respect to whether and to what extent Fund Party will continue to pay the Fee. Upon being presented with an invoice, Fund Party shall reimburse Oppenheimer promptly for any reasonable out-of-pocket expenses Oppenheimer actually incurs at the request of Fund Party in effecting any termination of this Agreement, including delivery to SDC, any Fund or Fund Party of any records, instruments, or documents requested by Fund Party, if such termination is by Fund Party.
Effectiveness of Agreement; Term. Subject to earlier termination as hereinafter provided, Executive will be employed by the Company and one of its subsidiaries (including WUP) for a period commencing on October 2, 2023 (the “Effective Date”) and ending on the date Executive’s employment with Company terminates in accordance with Section 5 (such period, the “Term”). The Company has appointed Executive as a full member of the Board of Directors of the Company (the “Board”) and Executive will remain a full member of the Board with all rights and privileges during the entire Term. Executive acknowledges and agrees that he will not receive any additional compensation in connection with his service on the Board.
Effectiveness of Agreement; Term. Except for the provisions of this Section 2.1 (Effectiveness of Agreement; Term), Sections
Effectiveness of Agreement; Term. (a) This Agreement shall be effective as of the date set forth on the first page and shall apply to ats or omissions of Indemnitee which occurred prior to such date if Indemnitee was an officer, director, employee or other agent of the Company or any Subsidiary, or was serving at the request of the Company or any Subsidiary as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, at the time such act or omission occurred.
(b) The Company's obligations under this Agreement shall continuously, irrevocably and perpetually cover Indemnitee's covered acts and omissions which occur during the period ending two years after the date of this Agreement. Thereafter, such coverage shall extend to Indemnitee's acts and omissions which occur during succeeding 12-month periods, and shall continue until the end of the 12month extension period during which the Company gives Indemnitee written notice of termination of the continuity of such coverage; provided, however that (a) such notice of termination shall only be effective if it is received by Indemnitee at least six months prior to the end of the 12-month extension period which is intended by the Company to be the final 12-month extension period, and (b) such coverage shall continue until the end of such final 12-month extension period. In any event, the Company's obligations under this Agreement shall continue perpetually with regard to covered acts and omissions occuring during the period covered by this Agreement (including all of the 12-month extension periods as set forth above), notwithstanding the giving of any such notice of termination or any other circumstance whatsoever.
