Impact of Termination. If Employee’s employment with the Company is terminated prior to any of the above vesting date(s) for any reason (including Employee’s death or disability), then any RSUs that had not yet become earned and vested under paragraph (a) above shall be immediately canceled as of the date of such termination.
Impact of Termination. (a) On termination of this Agreement pursuant to this Clause 2, the obligations of each Processor under this Agreement (including the obligation to make any payment of the Capacity Charge) shall terminate, but without prejudice to any obligation existing at that time of termination to make any payment hereunder which payment obligation has accrued during the period prior to such termination.
(b) Save to the extent contemplated by Clause 2.2(b) (Termination) and Clause 2.3 (Total Loss Event), this Agreement may not be terminated by either Party for so long as any amounts are or may become owing to the Lenders by ASM under the Finance Documents.
(c) On termination of this Agreement, the Parties shall not be entitled to recover any amount from each other (including any amount to be paid as damages) as a consequence of termination taking place, save that termination of this Agreement shall not affect any rights or obligations of the Parties which may have accrued prior to such termination (including any obligation by ASM to pay or repay any FX Shortfall Make Up Advance, Cashflow Shortfall Make Up Advance or other amounts to the Processors).
Impact of Termination. Subject to Article 18 (Limitation of Liability), in the event of a termination as provided above in Section 11.2 (Termination):
11.3.1 The Parties shall continue the work not terminated.
11.3.2 The termination of this Agreement shall not affect any on-going Subcontract established under this Agreement prior to such termination and which has not been terminated in accordance with the terms of that Subcontract. Notwithstanding the termination of the Agreement, the incorporated terms and conditions of the Agreement shall continue to apply to Subcontracts still in existence as of the termination date as if the Agreement had not been terminated.
11.3.3 Each Party shall return to the owning or disclosing Party (or at such owning or disclosing Party’s written instruction to destroy) all Proprietary Information and all Background Intellectual Property (excepting the surviving terms of Article 8(Intellectual Property Rights) or unless otherwise provided in a separate Subcontract or License Agreement) of the other Party, and shall certify in writing that it has done so in full, and that no copies or parts of any Proprietary Information or such Background Intellectual Property of such owning Party or disclosing Party remain in its possession or control.
11.3.4 Without prejudice to the generality of Article 8(Intellectual Property Rights), the Parties shall disclose to each other the Foreground Intellectual Property developed in the performance of or arising from each research project undertaken pursuant to a Subcontract, and the terms and conditions of the Subcontract for each research project shall continue to apply to the Parties with respect to ownership, use and licensing rights in the Foreground Intellectual Property developed in the performance of or arising from such research project.
Impact of Termination. During a Performance Period Unless set forth in an applicable employment agreement or otherwise provided by the Compensation Committee, in its sole discretion, the following provisions shall apply to the PSUs: Upon any type of termination on or prior to the last day of the first fiscal year of the applicable Performance Period, the entire Award will be forfeited. Upon termination that occurs within the second or third fiscal years of the applicable Performance Period, the following terms and conditions shall apply: In the event of termination by the Company for Cause (as may be defined in an applicable employment agreement) or termination by an Eligible Person without Good Reason (as may be defined in an applicable employment agreement), the entire Award will be forfeited. In the event of termination by the Company without Cause (as may be defined in an applicable employment agreement), including by a non-renewal of the Eligible Person’s employment agreement, termination by the Eligible Person with Good Reason (as may be defined in an applicable employment agreement) or upon retirement, an Eligible Person shall be entitled to receive a pro-rata portion of any Award that would have been paid had no termination occurred based on the number of days the Eligible Person was employed by the Company during the Performance Period.
Impact of Termination. In the event that Xxxxxxx is terminated by the Employer for Cause pursuant to Section 5 or without Cause, including by reason of Xxxxxxx'x Disability prior to the expiration of the Term, his accrued but unpaid salary shall be paid through the date of termination. In the event that Xxxxxxx is terminated by Employer without Cause other than because of Xxxxxxx'x death or Disability, Xxxxxxx shall continue to receive (i) his unpaid annual salary for a period of twelve (12) months following such termination and (ii) fully paid family coverage of health and dental insurance at Employer's expense until the earlier of twelve (12) months after such termination or the date of Xxxxxxx'x employment. After termination of employment for any reason, Xxxxxxx shall (i) return or cause to be returned any personal computer used by him to the Employer, and return or cause to be returned ,to the Employer all personal property of the Employer (except his cell phone, which Xxxxxxx may retain) and all documents and materials belonging to the Employer and stored in any fashion, whether or not those constitute or contain any Confidential Information or Work Product (as such terms are defined below), that are in the possession, custody, or control of Xxxxxxx, whether they were provided to Xxxxxxx by the Employer or any of its business associates or created by Xxxxxxx in connection with his employment by Xxxxxxx, (ii) delete or destroy all copies of any such documents and materials not returned to the Employer that remain in Xxxxxxx'x possession or control, including those stored on any non-Employer devices, networks, storage locations, and media in Xxxxxxx'x possession or control (including the retained cell phone), (iii) execute (and not revoke) a mutually agreeable general release of claims in favor of the Employer and (iv) comply with post-termination obligations and terms of release. Upon termination of Xxxxxxx'x employment hereunder for any reason, Xxxxxxx shall be deemed to have resigned from all positions that Xxxxxxx holds as an officer or member of the board of directors (or a committee thereof) of the Employer and any of its subsidiaries or affiliates.
Impact of Termination. Once this Agreement is terminated, each party shall immediately cease to have any of the benefits or rights provided under this Agreement after the date of termination for the applicable Service Partner Sign-up Form(s). Likewise, each party shall immediately cease to be subject to any obligation imposed by this Agreement except as to those obligations that survive the termination, obligations that include the obligation to make payments that were incurred prior to termination and including the obligations imposed under this Agreement’s confidentiality provisions.
Impact of Termination. 25.5.1. If this Panel Agreement is terminated:
a. no new Contracts may be formed after termination of this Panel Agreement;
b. Contracts placed before termination of this Panel Agreement remain in effect unless a Buyer terminates the Contract in accordance with the terms of the Contract;
c. subject to this Panel Agreement, the parties are relieved from future performance of the terminated Panel Agreement (or relevant part of it);
d. subject to this Panel Agreement, any licences and authorisations that DTA granted to the Seller relating to or concerning this Panel Agreement terminate immediately despite anything to the contrary contained in the licence or authorisation, except to the extent necessary for the Seller to perform any Contract still in effect;
e. the Seller must take all available steps to protect Intellectual Property Rights, Official Information and Personal Information relating to or provided or accessed in connection with this Panel Agreement;
f. the Seller must return to DTA all DTA Material, except in respect of Contracts that have been formed prior to the termination of this Panel Agreement and which continue;
g. the Seller must follow any reasonable direction of DTA and continue to perform any part of this Panel Agreement (and any Contract) not affected by or which survives the termination.
25.5.2. Termination does not affect the rights accumulated by either party.
Impact of Termination. (a) Executive's employment hereunder may be terminated during the Employment Period, either by Executive or the Company, with or without cause. Nevertheless, if the Company terminates Executive’s employment for “Cause” as defined below, other than b(i), or if Executive resigns his employment with the Company prior to the end of the Employment Period without providing the requisite advance Notice of Termination as defined in section 6 below, Executive forfeits those options that have not vested as of the date of termination or resignation. On the other hand, if the Company terminates Executive without “Cause” as defined below or if Executive resigns with the requisite advance Notice of Termination as defined in section 6 below or Executive is terminated for “Cause” based upon b(i), a pro rata portion of Executive’s unvested shares will vest immediately upon the termination without Cause or resignation with the requisite advance Notice of Termination or under b(i). For example, if Company terminates Executive’s employment without Cause halfway through his first year of employment 25% of his NSOs, or one-half of the remaining unvested NSO shares, will automatically vest at the time of termination and 5% of his unvested ISO shares will vest.
Impact of Termination. (a) Survival of Covenants. Upon termination of this Agreement, all rights and obligations of the parties hereunder shall cease, except termination of employment pursuant to Section 4 or otherwise shall not terminate or otherwise affect the rights and obligations of the parties pursuant to Sections 5 through 13 hereof.
Impact of Termination. For the avoidance of doubt, termination of this Agreement and the Term pursuant to this paragraph 5 shall not impact Chairman’s rights under any other agreement entered into by the Chairman via The Go Daddy Group, Inc. (“Holdings”) or otherwise, including but not limited to the Amended and Restated Limited Liability Company Agreement of Desert Newco, LLC, dated December 16, 2011 (which addresses the right of the Chairman to a position on the Executive Committee or on the Board, as applicable), or any other future agreements between the Company, Holdings, and the Sponsors in connection with an IPO or Sale Transaction.
