Failure to Assume. Any failure by the Corporation to obtain the assumption and agreement to perform this Agreement by a successor as contemplated by Article 11.
Failure to Assume. In the event that in connection with a Change in Control the acquirer does not agree to assume in writing, effective upon the Change in Control, on substantially the same terms, the PRSUs and the obligations hereunder: a number of unvested PRSUs shall become Vested Units as of immediately prior to the Change in Control Date equal to the number of PRSUs that would have become vested based upon the achievement of the Performance Criteria, calculated as set forth in Appendix A through the last full trading day prior to the Change in Control Date (such date, also an “Accelerated Vesting Date”), and the remainder shall be forfeited.
Failure to Assume. [For any grants made after June 30, 2015] For purposes of vesting and payment timing of the incentive plan rights under the preceding subsection (1) and the SERP rights under the preceding subsection (2), the effective date of a Change in Control shall be deemed a Termination Date, even if Executive has not yet incurred a termination of employment, except to the extent that any successor either (i) assumes (by agreement or by operation of law) Xxxxxxx'x obligations with respect to those incentive plan rights and SERP rights or (ii) substitutes benefit rights that, as of the Change in Control, are at least as favorable to Executive with respect to value, vesting, and payment terms
Failure to Assume. For [applicable for Xxx Xxxxxxxxx, Xxx Xxx Xxxxxx, and Xxxxxx Xxxxxxxxx: any grants made after June 30, 2015, for] purposes of vesting and payment timing of the incentive plan rights under the preceding subsection (1) and the SERP rights under the preceding subsection (2), the effective date of a Change in Control shall be deemed a Termination Date, even if Executive has not yet incurred a termination of employment, except to the extent that any successor either (i) assumes (by agreement or by operation of law) Xxxxxxx'x obligations with respect to those incentive plan rights and SERP rights or (ii) substitutes benefit rights that, as of the Change in Control, are at least as favorable to Executive with respect to value, vesting, and payment terms
Failure to Assume. If the Indemnitor shall not agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, or shall fail to continue such defense until the final resolution of such Third-Party Claim, then the Indemnitee may defend against such Third-Party Claim in such manner as it may deem appropriate and the Indemnitee may settle such Third-Party Claim, in its sole discretion, on such terms as it may deem appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all settlement payments and expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense or settlement of such Third-Party Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor shall satisfy any judgment rendered with respect to such Third-Party Claim before the Indemnitee is required to do so, and pay all expenses, legal or otherwise, incurred by the Indemnitee in the defense against such Third-Party Claim.
Failure to Assume. In the event that in connection with a Change in Control the acquirer does not agree to assume in writing, effective upon the Change in Control, on substantially the same terms, taking into account any adjustments made pursuant to Section 2(d) below, if any, the PRSUs and the obligations hereunder, the Target Award shall become Vested Units as of immediately prior to the Change in Control Date (such date, also an “Accelerated Vesting Date”).
Failure to Assume. If Indemnitor does not assume the defense of any such claim by a third party or litigation resulting therefrom, the Indemnitee may defend against such claim or litigation in such manner as it deems appropriate and the Indemnitee may settle such claim or litigation on such terms as it deems appropriate and Indemnitor shall, in accordance with the provisions of this Section 9.7, reimburse the Indemnitee for the amount of such settlement and for all losses and expenses incurred by Indemnitee in connection with the defense against or settlement of such claim or litigation.
Failure to Assume. If Indemnitor does not assume the defense of any such claim by a third party, or litigation resulting therefrom, for which it is obligated to Indemnitee under this Article IX, the Indemnitee may defend against such claim or litigation in such manner as it deems appropriate and, unless Indemnitor shall deposit with Indemnitee a sum equivalent to the total amount demanded in such claim or litigation plus the Indemnitee's reasonable estimate of the cost of defending the same, the Indemnitee may settle such claims or litigation on such terms as it deems appropriate and Indemnitor shall reimburse the Indemnitee for the amount of such settlement and for all losses and expenses incurred by Indemnitee in connection with the defense against or settlement of such claim or litigation.
