Common use of Inapplicability Clause in Contracts

Inapplicability. The provisions of Section 12(a) and (b) shall not be operative upon, or be in any way enforceable against Executive at or after: (i) a Termination by Executive for Good Reason; or (ii) a Termination of Executive’s employment by the Employer Without Cause if Executive waives Executive’s right to continued benefits under Section 8(a) [other than the payment under Section 8(a)(i)(A)] and, in case payments have already been made under Section 8(a)(i)(B) or (C), reimburses the Employer for a portion thereof equal to: the amount of such payments multiplied by a fraction, the numerator of which is the number of days remaining in the Remaining Employment Period and the denominator of which is the total number of days in the Remaining Employment Period as of the Date of Termination.

Inapplicability. The provisions of Section 12(a) and (b) shall not be operative upon, or be in any way enforceable against against, Executive at or after: (i) a Termination by Executive for Good Reason; or (ii) a Termination Without Cause of Executive’s employment by the Employer Without Cause if Executive waives Executive’s right to continued benefits under Section 8(a) [(other than the payment under Section 8(a)(i)(A)] ) and, in case payments have already been made under Section 8(a)(i)(B) or (C), reimburses the Employer for a portion thereof equal to: the amount of such payments multiplied by a fraction, the numerator of which is the number of days remaining in the Remaining Employment Period and the denominator of which is the total number of days in the Remaining Employment Period as of the Date of Termination.