Nature of the Right Sample Clauses

Nature of the Right. (a) The Key Employee shall have the right to receive a Sale Bonus only if a Sale Event is consummated (i) while Key Employee is an employee of the Company or any of its subsidiaries, (ii) if the Key Employee's employment is terminated without "Cause," within three (3) months of such termination, or (iii) if the Key Employee's employment by reason of death or permanent disability, within six (6) months of such termination. For purposes hereof, the term "Cause" shall mean (i) the failure by the Key Employee to perform his duties as employee as reasonably requested by the Company's President, as documented in writing to the Key Employee, (ii) the failure by the Key Employee to observe all material policies of the Company generally applicable to executives of the Company, (iii) gross negligence or willful misconduct by the Key Employee in the performance of his duties, (iv) the commission by the Key Employee of an act of fraud or embezzlement against the Company or the conviction of any felony or act involving moral turpitude, (v) material breach by the Key Employee of his obligations under any contract or agreement with the Company, (vi) chronic absenteeism, or (vii) substance abuse.
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Nature of the Right. Opco intends to avail itself of this Prepaid Rent option during each of the calendar years during which construction of the XXX xxxx not have been completed, including the calendar year which will include the Commissioning Date, and in the calendar years thereafter if it so determines. This stated intention of Opco does not create any right on the part of the Partnership to require Prepaid Rent from Opco at any time during the LIL Assets Term nor to require any minimum amount of Prepaid Rent to be paid if and when Opco were to exercise its option to prepay Rent. Furthermore, the Partnership shall have no recourse against Opco were Opco to determine not to prepay Rent during any calendar year.
Sample 1
Nature of the Right. (a) The Executive shall have the right to receive a Sale Bonus only upon the closing of a Sale Event during the Employment Period. Notwithstanding the foregoing, (i) if the Executive's Employment Period is terminated within 18 months prior to the consummation of a Sale Event by reason of the Executive's death or Disability, the Company shall, upon the closing of such Sale Event, pay (or cause to be paid) to the Executive (or his estate) the Sale Bonus, and (ii) the Company shall also pay the Executive a Sale Bonus if a Sale Event occurs within 18 months of the Company's termination of the Executive's employment without Cause or the expiration of the Employment Period without an offer by DEI to renew the Employment Agreement (6 months if there has been a "Negative EBITDA Event"). For purposes of this Section 3(a), a "Negative EBITDA Event" shall be deemed to have occurred if the Company's "EBITDA" during any 12-month period ending not more than six (6) months prior to the termination of the Executive's Employment Period shall have declined at least 10% from the Company's EBITDA during any preceding 12-month period. "EBITDA" means the sum of the (i) Company's net income, plus (ii) the aggregate tax, interest, depreciation and amortization expense deducted in calculating such net income, each as calculated in accordance with generally accepted accounting principles consistently applied with the Company's prior practices. For example, if the Executive's Employment Period terminates June 30, 2007, and the Company's EBITDA for the 12 months ended March 31, 2007 is at least 10% less than the Company's EBITDA for the 12 months ended September 30, 2006 (or any other 12-month period ending prior to March 31, 2007), then Executive shall be entitled to a Sale Bonus only if a Sale Event is consummated on or prior to December 31, 2007 (i.e., 6 months rather than 18 months after the termination of Executive's employment without Cause).
Sample 1

Related to Nature of the Right

  • Nature of the Relationship Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide Client with access to the Program, which provides education and information. The information contained in the Program, including any interactions with the instructors, is not intended as, and shall not be understood or construed as, professional advice.

  • Nature of the Option This Option is intended to be a nonstatutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee.

  • Nature of the Award By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Xxxxxx Company (“P&G”), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my employer (“Employer”); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my employer and shall not interfere with the ability of my employer to terminate my employment relationship at any time, with or without cause; ix) and no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my employer from any such claim that may arise. I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my Employer and The Procter & Xxxxxx Company and its subsidiaries and affiliates (“P&G”) for the exclusive purpose of implementing, administering and managing my participation in the Plan. I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan (“Data”). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country or elsewhere (including countries outside the European Economic Area), and that the recipient’s country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

  • Nature of the processing MailChimp provides an email service, automation and marketing platform and other related services, as described in the Agreement.

  • Nature of this Agreement 3.1. This Agreement is a framework agreement within the meaning of regulation 2(1) of the Public Contracts (Scotland) Regulations 2015. Call-off Contracts are public contracts within the meaning of that regulation. 3.2. This Agreement is a multi-supplier framework agreement and the contractors that are party to it are the Framework Contractors. No other contractors are party to the Framework Agreement. 3.3. This Agreement is a multi-user framework agreement and the public bodies that are party to it are the Framework Public Bodies. No other public bodies are party to the Framework Agreement. 3.4. The Contractor acknowledges that it is not the exclusive supplier of the Services to Framework Public Bodies and as such no guarantee of work or volume of work has been granted by any Framework Public Body. 3.5. The Contractor acknowledges that the Framework Public Bodies are separate legal persons and as such the Authority has no liability in relation to the performance or non- performance of other Framework Public Bodies' obligations under this Framework Agreement or any Call-off Contracts.

  • Nature of the Grant In accepting the mPRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUs, or benefits in lieu of mPRSUs even if mPRSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

  • Nature of Services The Individual Contractor shall perform the services as described in the Terms of References which form an integral part of this Contract and are attached hereto as Annex I in the following Duty Station(s): .

  • Nature of Purchase Such Purchaser is not acquiring the Notes purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of such Purchaser's property shall at all times be and remain within its control.

  • Nature of the Agreement a) This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire agreement between the parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representatives. b) The Contractor shall provide the services set forth in the Scope of Services, and render full and prompt cooperation with the County in all aspects of the Services performed hereunder. c) The Contractor acknowledges that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all Work and Services under this Contract. All things not expressly mentioned in this Agreement but necessary to carrying out its intent are required by this Agreement, and the Contractor shall perform the same as though they were specifically mentioned, described and delineated. d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to perform the Work and Services that are necessary for the completion of this Contract. All Work and Services shall be accomplished at the direction of and to the satisfaction of the County's Project Manager. e) The Contractor acknowledges that the County shall be responsible for making all policy decisions regarding the Scope of Services. The Contractor agrees to provide input on policy issues in the form of recommendations. The Contractor agrees to implement any and all changes in providing Services hereunder as a result of a policy change implemented by the County. The Contractor agrees to act in an expeditious and fiscally sound manner in providing the County with input regarding the time and cost to implement said changes and in executing the activities required to implement said changes.

  • Nature of Relationship The parties agree the relationship created by this Agreement is that of independent contractor. In performing all of the Services, Provider shall be, and at all times is, acting and performing as an independent contractor with District, and not as a partner, coventurer, agent, or employee of District, and nothing contained herein shall be construed to be inconsistent with this relationship or status. Provider is not granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of District or to bind the District in any manner. Except for any materials, procedures, or subject matter agreed upon between Provider and District, Provider shall have complete control over the manner and method of performing the Services. Provider understands and agrees to independent contractor status. Provider understands and agrees that the filing and acceptance of this Agreement creates a rebuttable presumption and that the Provider, officers, agents, employees, or subcontractors of Provider are not entitled to coverage under the California Workers’ Compensation Insurance laws, Unemployment Insurance, Health Insurance, Pension Plans, or any other benefits normally offered or conveyed to District employees. Provider will be responsible for payment of all Provider employee wages, payroll taxes, employee benefits, and any amounts due for federal and state income taxes and Social Security taxes. These taxes will not be withheld from payments under this agreement.

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