Expense on Termination Sample Clauses

Expense on Termination. If the transactions contemplated hereby is abandoned pursuant to and in accordance with the provisions of Section 6.1 hereof, all expenses will be paid by the party incurring them. article vii ADDITIONAL AGREEMENTS
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Expense on Termination. If the merger contemplated hereby is abandoned pursuant to and in accordance with the provisions of Section 6.1 hereof, all expenses will be paid by the party incurring them.
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Expense on Termination. If this Agreement is terminated pursuant to and in accordance with the provisions of Section 8.1.3 (iii), Section 8.1.3 (iv), Section 8.1.4 or Section 8.1.6, then in each such event, USDATA shall pay to Purchaser simultaneously with termination by Seller or within two Business Days of termination by Purchaser (by wire transfer of immediately available funds to an account designated by Purchaser for such purpose), a fee (the "TERMINATION FEE") in an amount equal to US$500,000.
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Expense on Termination. If the merger contemplated hereby is terminated pursuant to and in accordance with the provisions of Paragraph 6.1 hereof, all expenses will be paid by the party incurring them, provided, however, (i) that if either Sun or BSI terminates this Agreement as a result of a breach of or default in the other party's obligations hereunder, then the party that so breached or defaulted hereunder shall pay all of the other party's documented costs and expenses, including legal, accounting and financial advisory fees and expenses, incurred in connection with the negotiation and implementation of this Agreement (and if Sun is the terminating party, BSI shall reimburse Sun for 50% of the filing fee and printing costs associated with the Joint Proxy Statement/Prospectus), (ii) that if Sun or BSI, respectively, terminates this Agreement pursuant to Section 6.1.7(a) or 6.1.7(b), respectively, the terminating party shall pay the other party the sum of
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Expense on Termination. If the transactions contemplated hereby are abandoned pursuant to and in accordance with the provisions of Section 6.1 hereof, all expenses will be paid by the party incurring them; PROVIDED, except as otherwise set forth herein, this provision shall not limit any claim resulting from the breach of this Agreement by any party hereto, PROVIDED, FURTHER, that in the event this Agreement is terminated by any party in accordance with Section 6.1.2, then Brazos shall pay to Three Cities Research ("TCR"), for the benefit of the Shareholders, the amount of $650,000 unless either (a) at the time of such termination, the Shareholders are in material breach of the Agreement or (b) the reason the transactions contemplated by this Agreement were not consummated on or before July 15, 1997 (or such later date as provided in Section 6.1.2) was the failure of any of the conditions set forth in Section 5.1.1, 5.1.2, 5.1.3, 5.1.4, 5.1.5, 5.1.6, 5.1.7, 5.1.9, 5.1.10., 5.1.11, or 5.1.12 (which failure was not the consequence of a breach by Brazos of its covenants under this agreement) and upon receipt of such amount, the Shareholders hereby irrevocably waive, release and agree not to sue Brazos or its stockholders, officers, directors, affiliates, emplxxxes, or their successors, assigns, agents or representatives with respect to all claims, causes of action, rights of contribution, cost recovery, losses, liabilities, suits, costs, fees, judgments or expenses which may thereafter arise in connection with this Agreement or any breach by Brazos of any of the representations, warranties, covenants or agreements contained herein.
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Expense on Termination. If this Agreement is terminated pursuant to and in accordance with the provisions of Section 6.1.6 and the shareholders of OptiSystems shall have failed to approve the Merger by the Required Shareholder Vote, OptiSystems shall pay to BMC simultaneously with termination by OptiSystems or within two business days of termination by BMC (by wire transfer of immediately available funds to an account designated by BMC for such purpose), a fee (the "Termination Fee") in an amount equal to $3,000,000. Notwithstanding the foregoing, if this Agreement is terminated by BMC as a result of a willful breach of any representation, warranty, covenant or agreement by OptiSystems, BMC may pursue any remedies available to it at law or in equity and shall be entitled to recover such additional amounts as BMC may be entitled to receive at law or in equity.
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Expense on Termination. If the Merger is abandoned pursuant to and in accordance with the provisions of Section 6.1 hereof, all expenses will be paid by the party incurring them; provided, however, that in the event this Agreement is terminated by BMC pursuant to Section 6.1.2 or by BMC or BGS pursuant to Section 6.1.5, BGS shall assume and pay, or reimburse BMC for, all reasonable fees and expenses incurred by BMC or Merger Sub (including the fees and expenses of its counsel, accountants and financial advisors) through the date of termination and which are specifically related to the Merger, this Agreement and the matters contemplated by this Agreement, but in no event later than two business days after the submission of a request for payment of the same; and provided, further, that in the event this Agreement is terminated by BGS pursuant to Section 6.1.4, BMC shall assume and pay, or reimburse BGS for, all reasonable fees and expenses incurred by BGS (including the fees and expenses of its counsel, accountants and financial advisors) through the date of termination and which are specifically related to the Merger, this Agreement and the matters contemplated by this Agreement, but in no event later than two business days after the submission of a request for payment of the same. Any amount payable by BGS under this Section 6.5 shall be credited against any amount payable by it under Section 4.3.6.2.
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Expense on Termination. If the Merger contemplated hereby is terminated pursuant to a vote of the board of directors of either Cliffwood or Texoil, expenses of the non-terminating party will be paid by the terminating party.
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Related to Expense on Termination

  • 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.

  • Survival on Termination The following Paragraphs and Articles shall survive the termination of this Agreement: (a) Article 4 (REPORTS, RECORDS AND PAYMENTS); (b) Paragraph 7.4 (Disposition of Licensed Products on Hand); (c) Paragraph 8.2 (Indemnification); (d) Article 9 (USE OF NAMES AND TRADEMARKS); (e) Paragraph 10.2 hereof (Secrecy); and (f) Paragraph 10.5 (Failure to Perform).

  • Compensation on Termination An Employee whose services have been terminated for any cause and who within three (3) months of separation is diagnosed by a physician as having tuberculosis, shall be entitled to the above compensation and the salary rate shall be based on the salary he was receiving at the time his services were terminated. The benefits of this provision may be extended for an additional three (3) months, provided that the former Employee concerned submits a x-ray plate taken within three (3) months after the termination of employment.

  • Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:

  • Rights on Termination (a) If during the Service Term Executive’s employment is terminated under Section 5 above (x) by the Company without Cause or (y) by Executive with Good Reason, then: (i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”): (1) the Accrued Obligation; (2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid; (3) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and (4) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose. (ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date. (iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service. (iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits. (v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto. (vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him. (vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service. (b) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reason, the Company’s obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company. (c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections 8 or 9 below. (d) If the Executive retires at age 65 or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

  • Proportionate Leave on Termination Where an employee has given one week or more continuous service, inclusive of any day off as prescribed by clause 21 - Hours of work (excluding overtime), and he/she either leaves his/her employment or his/her employment is terminated by the employer he/she shall be paid one-twelfth of an ordinary week’s wages in respect of each completed week of continuous service with his/her current employer for which leave has not been granted or paid for in accordance with this Agreement.

  • Payments on Termination Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable. After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement.

  • Upon Termination In the event this Agreement is terminated by the OAG, the Provider will deliver documentation of ownership or title, if appropriate for all supplies, equipment and personal property purchased with grant funds to the OAG, within 30 days after termination of this Agreement. Any finished or unfinished documents, data, correspondence, reports and other products prepared by or for the Provider under this Agreement will be made available to and for the exclusive use of the OAG.

  • Recovery upon Termination On the termination of the Contract for any reason, the Contractor shall at its cost:

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