Miscellaneous Termination Provisions Sample Clauses
Miscellaneous Termination Provisions. 12.3.1 Following the termination of this Agreement for any reason whatsoever, the District shall have the right to utilize any designs, plans, specifications, studies, drawings, estimates or other documents, or any other works of authorship fixed in any tangible medium of expression, including but not limited to physical drawings, data magnetically or otherwise recorded on computer disks, or other writings prepared or caused to be prepared under this Agreement by the Architect, not only as they relate or may relate to this Project (including but not limited to any repair, maintenance, renovation, modernization or other alterations or revisions to this Project) but as they relate or may relate to other projects, provided that any invalidity of such license in relation to such other projects shall not affect the validity of such license in relation to this Project (including but not limited to any repair, maintenance, renovation, modernization or other alterations or revisions to this Project) under Education Code Section 17316. Architect shall promptly make any such documents or materials available to the District upon request without additional compensation.
12.3.2 In the event of the termination of this Agreement for any reason whatsoever, all designs, plans, specifications, studies, drawings, estimates or other documents, or any other works of authorship fixed in any tangible medium of expression, including but not limited to physical drawings, data magnetically or otherwise recorded on computer disks, or other writings prepared or caused to be prepared by the Architect or any of its agents pursuant to this Agreement shall immediately upon request by the District be delivered to the District. Architect may not refuse to provide such writings or materials for any reason whatsoever, including but not limited to a possessory interest lien for any claim the Architect may have against the District or a claim by the Architect to an ownership interest in the intellectual property embodied in the documents or materials.
Miscellaneous Termination Provisions. Executive, upon termination or expiration of employment for any reason, hereby irrevocably promises to:
(a) Return all property of the IGI Companies in his possession or within his custody and control wherever located immediately upon such termination.
(b) Participate in an exit interview with a designated person or persons of Company if requested by Company.
(c) Subject to obligations under applicable laws and regulations, not publicly make any statements or comments that disparage the reputation of any of the IGI Companies or their senior officers or directors.
Miscellaneous Termination Provisions. Executive, upon termination or expiration of employment for any reason, hereby irrevocably promises to:
(a) Return all property of the Teligent Companies in his possession or within his custody and control wherever located immediately upon such termination.
(b) Participate in an exit interview with a designated person or persons of Company if requested by Company.
(c) Subject to obligations under applicable laws and regulations, not publicly make any statements or comments that disparage the reputation of any of the Teligent Companies or their senior officers or directors.
Miscellaneous Termination Provisions. 27.4.1 Clauses 6.3, 14.1, 15.1, 20, 21, 27.3, 28, 31, 31, 32, 33, 35, 38, 42, 43, sub‑clauses 27.4.1 and 27.4.2 and those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall survive termination of this Agreement in accordance with Clause 27.1 and shall continue in full force and effect.
27.4.2 If the Lessee fails to comply with any of its obligations under this Agreement, the Lessor and/or the FleetCo Security Agent may, without being in any way obliged or responsible for doing so and without prejudice to the ability of the Lessor or the FleetCo Security Agent to treat that non‑compliance as a Master Lease Termination Event, effect compliance on the Lessee's behalf, and if the Lessor or the FleetCo Security Agent incurs any expenditure in effecting such compliance, the Lessor and/or the FleetCo Security Agent shall be entitled to recover such expenditure from the Lessee.
27.4.3 The rights and remedies of the Lessor and the FleetCo Security Agent provided in this Agreement are cumulative and are not exclusive of any rights and remedies provided at law.
Miscellaneous Termination Provisions. If either Landlord or Tenant exercises any of its options to terminate this Lease as provided above in this Section 15.2: (a) this Lease shall cease and terminate as of the date set forth in such party’s termination notice, which termination date shall be no less than thirty (30) days and no more than sixty (60) days after such termination notice is delivered to the other party; provided, however, that if the termination notice is delivered as a result of a casualty damage occurring during the last twelve (12) months of the Term of the Lease, such termination date shall be no less than fifteen (15) days and no more than thirty (30) days after such termination notice is delivered to such other party; (b) Tenant shall pay the Base Rent and Additional Rent, properly apportioned up to such date of termination and subject to abatement as provided in Section 15.1 above; and (c) both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term of the Lease.
Miscellaneous Termination Provisions. 12.3.1 Following the termination of this Agreement for any reason whatsoever, the District shall have the right to utilize any designs, plans, specifications, studies, drawings, estimates or other documents, or any other works of authorship fixed in any tangible medium of expression, including but not limited to physical drawings, data magnetically or otherwise recorded on computer disks, or other writings prepared or caused to be prepared under this Agreement by the Civil Engineer/Landscape Architect, not only as they relate or may relate to this Project (including but not limited to any repair, maintenance, renovation, modernization or other alterations or revisions to this Project) but as they relate or may relate to other projects, provided that any invalidity of such license in relation to such other projects shall not affect the validity of such license in relation to this Project (including but not limited to any repair, maintenance, renovation, modernization or other alterations or revisions to this Project) under Education Code Section 17316. Civil Engineer/Landscape Architect shall promptly make any such documents or materials available to the District upon request without additional compensation.
12.3.2 In the event of the termination of this Agreement for any reason whatsoever, all designs, plans, specifications, studies, drawings, estimates or other documents, or any other works of authorship fixed in any tangible medium of expression, including but not limited to physical drawings, data magnetically or otherwise recorded on computer disks, or other writings prepared or caused to be prepared by the Civil Engineer/Landscape Architect or any of its agents pursuant to this Agreement shall immediately upon request by the District be delivered to the District. Civil Engineer/Landscape Architect may not refuse to provide such writings or materials for any reason whatsoever, including but not limited to a possessory interest lien for any claim the Civil Engineer/Landscape Architect may have against the District or a claim by the Civil Engineer/Landscape Architect to an ownership interest in the intellectual property embodied in the documents or materials.
Miscellaneous Termination Provisions. Executive, upon termination or expiration of employment for any reason, hereby irrevocably promises to:
a. Return all property of the IGI Companies in his possession or within his custody and control wherever located immediately upon such termination.
b. Participate in an exit interview with a designated person or persons of Company if requested by Company.
c. Subject to obligations under applicable laws and regulations, not publicly make any statements or comments that disparage the reputation of any of the IGI Companies or their senior officers or directors.
d. Upon a termination under Sections 8.1, 8.3, or 8.5 hereof all of Executive's options and stock grants shall vest at the later of (i) upon termination and (ii) the earliest time permitted under Section 409A of the Internal Revenue Code, such that Executive is not subject to additional taxes under such section. Upon a termination under Section 8.2, all unvested stock options and restricted stock grants shall be forfeited and shall not vest.
e. Upon a termination of Executive's employment for any reason Executive shall immediately submit his written resignation as a director of IGI and each IGI Company. In addition to any other rights or remedies of the Company available at law, the Company shall be entitled to equitable relief in any court of competent jurisdiction, including, without limitation, temporary injunction and permanent injunction for Executive's breach of this Section 8.6(e).
Miscellaneous Termination Provisions. (i) Any termination of the Term shall not adversely affect or alter Employee’s rights under any employee benefit plan of Employer in which Employee, at the Termination Date, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument in connection therewith.
(ii) The phrase “accrued but unpaid amounts” for purposes of this Section 6 shall only include amounts earned by Employee for services performed under this Agreement as of the Termination Date but not paid by Employer as of the Termination Date, including but not limited to any awarded but unpaid Incentive Bonus, subject to and in accordance with the terms and conditions of any bonus agreement entered into between Employee and Employer.
(iii) This Agreement is intended to comply with Section 409A of the Code, if and to the extent applicable, and will be interpreted and applied in a manner consistent with that intention. Toward that end, notwithstanding anything to the contrary contained herein, payments and benefits payable by reason of the termination of Employee’s employment shall be delayed for six months following such termination of employment if and to the limited extent necessary in order to satisfy the requirements of Section 409A(a)(2)(B) of the Code. For the avoidance of doubt, payments and benefits will not be delayed if and to the extent such payments and benefits do not constitute deferred compensation under Section 409A of the Code, including, without limitation, by reason of the exceptions described in Section 1.409A-1(b)(9). Any payments that are delayed pursuant to this Section 6(e)(iii) will be made in a single lump sum at the expiration of the required delay period (but not later than six months after termination of employment).
Miscellaneous Termination Provisions. Executive, upon termination or expiration of employment for any reason, hereby irrevocably promises to:
a. Return all property of the USI Companies in his possession or within his custody and control wherever located immediately upon such termination.
b. Participate in an exit interview with a designated person or persons of Company if requested by Company.
c. Provide each new employer with a copy of this Agreement prior to taking a position with such new employer within two (2) years after his termination.
d. Subject to obligations under applicable laws and regulations, in the event of a termination of this Agreement, neither party to this Agreement will publicly make any statements or comments that disparage the reputation of the other party, including in the case of the Company, any of its employees, senior officers or directors.
Miscellaneous Termination Provisions. Further, and without limiting the generality of the foregoing, in the event this Agreement is terminated or expires:
(a) the LICENSEE shall have no right to preclude the LICENSOR from immediately using or licensing others to use the IP; and
(b) the LICENSEE shall provide the LICENSOR, within fifteen (15) days after notice of termination or non-renewal (as applicable), a statement indicating all sub-licenses, enforcement proceedings and other agreements for and pertaining to the System and/or the System IP then ongoing.
