Losses Relating to Post-Closing Termination of Acquired Employees Sample Clauses

Losses Relating to Post-Closing Termination of Acquired Employees. (i) Seller shall indemnify Buyer for the cost of terminating (including by constructive dismissal) up to 10 Business Employees during the period commencing on the Effective Date and ending on the day preceding the first anniversary thereof (the “Offset Period”), without regard to the Basket or Cap; provided that: 1. the termination costs have become payable to the terminated Business Employee due solely to the termination (including by constructive dismissal) of their employment with the Company and not as a result of 14 (ii) The Parties have agreed in advance that the indemnification obligation hereunder with respect to each terminated (including by constructive dismissal) Business Employee shall equal the amount set forth in Schedule 4(f)(ii) opposite such employee’s name (the “Termination Cost”). Buyer shall have no further recourse against the Seller for any claims related to the termination (including by constructive dismissal) of any Business Employees by the Company that occurs after Closing, and Seller shall not be liable to the Buyer for any other costs or liabilities related to the termination (including by constructive dismissal) of such employees other than the Termination Cost stipulated in Schedule 4(f)(ii), whether or not the actual cost or liabilities to Buyer or the Company in connection with such termination (including by constructive dismissal) are higher or lower; provided, however, nothing in this subsection (ii) shall negate or limit any liability the Seller has with respect to any representations or warranties made by Seller pursuant to Section 5. (iii) Any request for payment of termination costs pursuant to this Section 4(f) shall be made by Buyer by providing written notice (“Termination Notice”) to the Seller of the termination (including by constructive dismissal) of a Business Employee. The Termination Notice shall include the name of the terminated (including by constructive dismissal) employee and a Joint Instruction Letter (as defined in the Escrow Agreement) executed by the Buyer instructing the Escrow Agent to disburse to the Buyer the Termination Cost set forth in Schedule 4(f)(ii) opposite such employee’s name. No later than ten (10) Business Days after Seller’s receipt of a Termination Notice, the Seller shall execute and submit to the Escrow Agent the Joint Instruction Letter.
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Related to Losses Relating to Post-Closing Termination of Acquired Employees

  • Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement. (ii) In addition to the survival provision of Section 7(b)(i), the respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Agent or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:

  • Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

  • Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:

  • Effective Date of Benefit Termination Medical, dental and life coverage termination will take effect on the first of the month following the loss of eligible employee or dependent status. Disability benefit coverage terminations will take effect on the day following loss of eligible employee status.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • NO EXPECTATION OF CONTINUED EMPLOYMENT BEYOND TERM OF CONTRACT Neither this contract nor any Board Policy, rule or evaluation procedure shall confer upon the Employee continued employment beyond the term provided in this contract.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

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