Key Man Provision Clause Samples

A Key Man Provision is a contractual clause that identifies specific individuals whose continued involvement is critical to the success of a project, fund, or business relationship. Typically, this provision requires that if one or more of these key individuals become unavailable—due to resignation, death, or incapacity—certain actions must be taken, such as pausing investment activities, notifying stakeholders, or seeking their approval before proceeding. The core function of a Key Man Provision is to protect parties from the risks associated with the loss of essential personnel, ensuring stability and maintaining confidence in the ongoing management of the venture.
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Key Man Provision. ▇▇▇ ▇▇▇▇▇▇ is considered an integral part of the Fund’s investments and operations (a “Key Man”). If ▇▇. ▇▇▇▇▇▇ were to leave the Manager, die, or become permanently disabled, the Manager’s ability to continue the management of the Fund could be materially and adversely affected. Upon the death or permanent disability of ▇▇. ▇▇▇▇▇▇, the Members shall have the right to approve a replacement Key Man by majority vote for a period of up to one year. If no replacement Key Man is appointed by the Members within the maximum one year period, the Fund shall permanently cease to make new investments and shall proceed with an orderly liquidation of its Assets.
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Key Man Provision. Attorneys agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are crucial components of this retention agreement. If one or either of them change firms and/or are unable to continue to work on these matters, Clients reserve the right to change firms and Attorneys agree not to assert ▇▇▇▇▇ ▇. ▇▇▇▇▇ claims against a successor firm.
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Key Man Provision. A new Section 9.26 shall be inserted: "Key Man. If any two of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ die, become incapacitated or depart from the Investment Manager and cease to be actively involved in the management of the Borrower, the Administrative Agent may veto a proposed replacement for one of such individuals and may veto portfolio transactions in excess of 15% of the total assets of the Borrower until a replacement principal has been appointed to fill one of such positions."
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Key Man Provision. Employers from outside the four county area covered by this Agreement agree to hire persons who are permanent residents of either Milwaukee, Waukesha, Washington or Ozaukee County. This provision applies to all work performed within the four (4) county area. Employers from outside the four (4) county area may bring in supervisory personnel. Labor Foremen shall not be considered supervisory personnel.
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Key Man Provision. Landlord acknowledges that GDP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Manager, LLC (“GDP”) holds an indirect ownership interest in Landlord and serves as the indirect managing member of Landlord, and that ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“Gattuso”) is a principal in GDP. Landlord agrees that for a period of not less than eighteen (18) months after the Commencement Date (i) GDP shall continue to hold an indirect ownership interest in Landlord, (ii) Gattuso shall continue to be a principal in GDP, and (iii) GDP shall continue to be the indirect managing member of Landlord. The forgoing provisions shall be subject to (and not apply in the event of) the death or incapacity of Gattuso, or the removal of GDP as the indirect managing member of Landlord for cause.”
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Key Man Provision. (a) It is the intent of the Parties that ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer and President of UGNX as of the Effective Date, will remain actively involved with the Development of Licensed Products in the First Indication until the first Marketing Approval. (b) If ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ does not remain actively involved until at least the earlier of (i) Initiation of a pediatric pivotal study in the First Indication in the Profit Share Territory or the European Territory (“Pivotal Study Initiation”) and (ii) the closing of a public offering of UGNX’s securities pursuant to a registration statement under the Securities Act of 1933 (or successor thereof or foreign equivalent) (“UGNX IPO”), then UGNX may propose a suitable replacement during the three (3) month period following the date on which ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ is no longer actively involved in the Development of Licensed Products in the First Indication, in which case the Parties shall discuss in good faith UGNX’s proposed candidate(s). If the Parties fail to agree, then KHK may terminate this Agreement by providing Notice to UGNX within the following thirty (30) days.
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Key Man Provision. If at any time prior to the ***of the *** hereunder (of, if ▇▇▇▇▇ exercises its option pursuant to paragraph 2.2, above, prior to the *** of the***), ▇▇▇▇▇▇ ceases to be involved with Spyglass and its Affiliated Companies (collectively "Spyglass") on a basis consistent with his current and prior involvement (other than by virtue of his death) ▇▇▇▇▇ shall have the right to terminate this Agreement with respect to all Pictures which do not have Commencement Dates prior to the date ▇▇▇▇▇▇ ceases to be involved with Spyglass as set forth herein. ▇▇▇▇▇ shall have a period of *** (***) *** after its receipt of written notice from Spyglass that ▇▇▇▇▇▇ has ceased to be involved with Spyglass within which to notify Spyglass if ▇▇▇▇▇ will terminate the Agreement as to such future Pictures. if ▇▇▇▇▇ does not notify Spyglass of its intention within such *** (***) ***period, ▇▇▇▇▇ shall be deemed to have elected not to terminate this Agreement. If Spyglass does not give ▇▇▇▇▇ the notice specified above within *** (***) *** after the date ▇▇▇▇▇▇ ceases to be involved with Spyglass, ▇▇▇▇▇ shall have the right to terminate this Agreement as to such future Pictures at any time after it receives actual knowledge that ▇▇▇▇▇▇ has ceased to be involved with Spyglass as set forth herein. If ▇▇▇▇▇ elects to terminate this Agreement as to such future Pictures as provided herein, Spyglass shall be relieved from any further obligation to deliver any Motion Pictures hereunder which do not have a Commencement Date prior to the date of such termination, and ▇▇▇▇▇ shall be relieved form any further obligation to make any payment hereunder with respect to any Motion Picture which have a Commencement Date after the date of such termination. If ▇▇▇▇▇ elects (or is deemed to have elected) to continue this Agreement, the parties' rights and obligation shall remain the same as they were prior to ▇▇▇▇▇▇ ceasing to be involved with Spyglass. ----------------------- *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") and have been filed separately with the SEC.
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Key Man Provision. The parties acknowledge that Gattuso Development Partners, LLC (“GDP”) holds an indirect ownership interest in Landlord and serves as the indirect managing member of Landlord. J▇▇▇ ▇. ▇▇▇▇▇▇▇ (“G▇▇▇▇▇▇”) is a principal in GDP. Landlord agrees that GDP shall continue to hold an indirect ownership interest in Landlord and (subject to death or incapacity) Gattuso shall continue to be a principal in GDP and GDP shall continue to be such indirect managing member of Landlord, for not less than eighteen (18) months after the Commencement Date.
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Related to Key Man Provision

  • Plan Provisions In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, as may be amended from time to time, which are hereby incorporated by reference. Any terms used herein with an initial capital letter shall have the same meaning as provided in the Plan, unless otherwise specified herein. In the event of any conflict between the provisions of the Agreement and the Plan, the Plan shall control.

  • Loan Provisions [ ] A. Participant loans are permitted in accordance with the Employer's established loan procedures. [ ] B. Loan payments will be suspended under the Plan as permitted under Code Section 414(u) in compliance with the Uniformed Services Employment and Reemployment Rights Act of 1994.

  • Termination Provisions In this Agreement:

  • Transition Provisions Any person engaged as an apprentice at the date this award commenced operation shall be deemed to be an apprentice for all purposes of this award until the completion or cancellation of their apprenticeship contract.

  • Arbitration Provision Any and all Arbitrable Disputes (except to the extent injunctive relief is sought) shall be resolved through the use of binding arbitration using, in the case of an Arbitrable Dispute involving a dispute of an amount equal to or greater than $1,000,000 or non-monetary relief, three arbitrators, and in the case of an Arbitrable Dispute involving a dispute of an amount less than $1,000,000, one arbitrator, in each case in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Article 26 and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Article 26 will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed, and, in the of an Arbitrable Dispute involving a dispute of an amount less than $1,000,000, such third arbitrator shall act as the sole arbitrator, and the sole role of the first two arbitrators shall be to appoint such third arbitrator. Claimant will pay the compensation and expenses of the arbitrator named by or for it, and Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties who have never been officers, directors or employees of the Operator, the Company or any of their Affiliates and (b) have not less than seven (7) years’ experience in the energy industry. The hearing will be conducted in the State of Delaware or the Philadelphia Metropolitan area and commence within thirty (30) days after the selection of the third arbitrator. The Company, the Operator and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages. Notwithstanding anything herein the contrary, the Company may not dispute any amounts with respect to an invoice delivered in accordance with Section 3.8 that the Company has not objected to within one hundred twenty (120) days of receipt thereof. No Event of Default shall occur if the subject matter underlying such potential Event of Default is the subject matter of any dispute that is pending resolution or arbitration under this Article 26 until such time that such dispute is resolved in accordance with this Article 26.