InPlay Initiated Separation Sample Clauses

InPlay Initiated Separation. Upon the occurrence of an InPlay Initiated Separation, provided such termination qualifies as a “separation from Service” within the meaning of Section 409A of the Internal Revenue Code, as amended (“Section 409A”), and after execution by Executive of a severance agreement and release having commercially reasonable terms, Executive shall receive, paid over a two-year period in equal installments (timed to coincide with each InPlay payroll period), payments the sum of which is equal to two times Executive’s then-current gross annual base salary, less any applicable withholding for state and federal taxes beginning on the Date of Separation. After execution by Executive of such a severance agreement and release, InPlay will also pay to Executive the bonus defined in Section 1.3(b)(i) based upon the financial results through the quarter end in which the termination takes place as prorated for the number of days actually worked in the quarter. The Executive will not receive any payment under the Section 1.3(b)(ii), the second alternative bonus. Additionally, for twenty-four (24) months following such a separation, InPlay shall be required to continue to pay Executive, his spouse’s, and dependent children’s medical and dental insurance coverage, except for any portions paid normally by any new employer of Executive. InPlay shall make the standard premium payments on behalf of Executive and his spouse for the applicable months commencing from the Date of Separation. InPlay may change its insurance coverage but shall not discriminate against Executive or his spouse. To the extent permitted by InPlay’s then health benefits provider, any rights required to be provided to Executive by local, state, or federal rules or regulations would be granted at the end of the period (e.g., COBRA notification) Bonus money shall be paid as soon as calculation is practicable and unused vacation shall be paid as soon as practicable upon separation. All stock options held by Executive but not vested would immediately vest and become exercisable on the Date of Separation.
Sample 1
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Related to InPlay Initiated Separation

  • The Separation Subject to the satisfaction or waiver (in accordance with the provisions of Section 4.3) of the conditions set forth in Section 4.3, each of MII and B&W will use commercially reasonable efforts to take, or cause to be taken, any actions, including the transfer of Assets and the assumption of Liabilities, necessary to effect the Separation on or prior to the Distribution Date. As of and after the Distribution Time, B&W and its Subsidiaries shall, as between the B&W Group and the MII Group, be responsible for all B&W Liabilities, regardless of when or where such B&W Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such B&W Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. As of and after the Distribution Time, MII and its Subsidiaries shall, as between the MII Group and the B&W Group, be responsible for all MII Liabilities, regardless of when or where such MII Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such MII Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. Subject to Section 3.8(f), each of MII and B&W agrees on behalf of itself and each of its Subsidiaries as of the Distribution Time that the provisions of the Tax Sharing Agreement shall exclusively govern the allocation of Assets and Liabilities related to Taxes.

  • Notice of Separation When an employee’s resignation is presumed in accordance with Section 27.2 above, the Employer will separate the employee by sending a separation notice to the employee by certified mail to the last known address of the employee. Such notice will include information regarding eligibility for continuation of medical benefits.

  • Contract Termination debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

  • Stop Work Order (a) NYSERDA may at any time, by written Order to the Contractor, require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

  • Contract Term The Contract end date, wherever such reference appears in the Contract, shall be changed from June 18, 2020 to June 18, 2021. The Contract Term may be renewed for one additional one-year period at the discretion of the State. Child Support (Applicable to natural persons only; not applicable to corporations, partnerships or LLCs). Contractor is under no obligation to pay child support or is in good standing with respect to or in full compliance with a plan to pay any and all child support payable under a support order as of the date of this amendment.

  • Contract Termination; Debarment A breach of the contract clauses in paragraph 1 through 10 of this section may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

  • Pre-Commencement Phase Services The services required to be provided by the Contractor for the Pre- Commencement Phase of the Project in accordance with the Contract Documents.

  • Examination of work before covering up In respect of the work which the Authority’s Engineer is entitled to examine, inspect, measure and/or test before it is covered up or put out of view or any part of the work is placed thereon, the Contractor shall give notice to the Authority’s Engineer whenever any such work is ready and before it is covered up. The Authority’s Engineer shall then either carry out the examination, inspection or testing without unreasonable delay, or promptly give notice to the Contractor that the Authority’s Engineer does not require to do so. Provided, however, that if any work is of a continuous nature where it is not possible or prudent to keep it uncovered or incomplete, the Contractor shall notify the schedule of carrying out such work to give sufficient opportunity, not being less than 3 (three) business days’ notice, to the Authority’s Engineer to conduct its inspection, measurement or test while the work is continuing. Provided further that in the event the Contractor receives no response from the Authority’s Engineer within a period of 3 (three) business days from the date on which the Contractor’s notice hereunder is delivered to the Authority’s Engineer, the Contractor shall be entitled to assume that the Authority’s Engineer would not undertake the said inspection.

  • STOP WORK NOTICE The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice.

  • Disenrollment An Enrollee must be disenrolled from the Plan if the Beneficiary: a. No longer resides in the State of Mississippi; b. Is deceased; c. No longer qualifies for medical assistance under one of the Medicaid eligibility categories in the targeted population. The Contractor must notify the Division within three (3) days of their request that an Enrollee is disenrolled for a reason listed above and provide written documentation of disenrollment. Disenrollment shall be effective on the first day of the calendar month for which the disenrollment appears on the Enrollee Listing Report. The Contractor shall not disenroll an Enrollee because of an adverse change in the Enrollee’s health status, or because of the Enrollee’s utilization of medical services, diminished mental capacity, or uncooperative or disruptive behavior resulting from Enrollee’s special needs (except when Enrollee’s continued enrollment in the CCO seriously impairs the Contractor’s ability to furnish services to either this particular Enrollee or other Enrollees.) The Contractor must file a request to disenroll an Enrollee with the Division in writing stating specifically the reasons for the request if the reasons are for other than those specified above. An Enrollee may request disenrollment without cause during the ninety (90) days following the date the Division sends the Enrollee notice of enrollment or the date of the Enrollee’s initial enrollment, whichever is later, during the annual open enrollment period, upon automatic reenrollment if the temporary loss of Medicaid eligibility has caused the Enrollee to miss the annual disenrollment opportunity, or when the Division imposes an intermediate sanction on the Contractor as specified in this Contract. An Enrollee may request disenrollment from the CCO for cause if the CCO does not, because of moral or religious objections, cover the service the Enrollee seeks, the Enrollee needs related services to be performed at the same time, not all related services are available within the network, the Enrollee’s primary care provider or another provider determines receiving the services separately would subject Enrollee to unnecessary risk, poor quality of care, lack of access to services covered under the Plan, or lack of access to providers experienced in dealing with the Enrollee’s health care needs. Enrollee requests for disenrollment must be directed to the Division either orally or in writing. The effective date of any approved disenrollment will be no later than the first day of the second month following the month in which the Enrollee or the Plan files the request with the Division.

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