of termination Clause Samples

of termination. The Company reserves the right to make a payment in lieu of notice.

of termination. Upon any termination or expiration of this Agreement, Licensee will: (a) discontinue use of the Products and ensure that all Authorized Users discontinue such use; and (b) promptly return to Axolotl or, at Axolotl’s request, destroy, the Products and all copies and portions thereof, in all forms and types of media, and provide Axolotl with an officer’s written certification, certifying to Licensee’s compliance with the foregoing. Upon any termination or expiration of this Agreement, all unpaid fees outstanding as of the date of termination will become immediately due and payable to Axolotl.

of termination. The Contractor acknowledges that it is critical for the Authority to have continuity of the Services it is committed to providing under this Agreement and for that reason the Authority relies on the Contractor fulfilling its obligations under this Clause 45 and Schedule 16 (Exit Arrangements). The Contractor shall, and shall ensure that all Sub-contractors shall, assist and co operate with the Authority and any New Contractor in the continuing development and updating of the Exit Plan during the Term, in ensuring the smooth handover and continued running of the Services during the Exit Period and on expiry or termination in each case in accordance with Schedule 16 (Exit Arrangements).

of termination. If Executive terminates employment after age 60, the annual payment shall be increased each year (but in no event later than the year the Executive reaches age 65), using the interest rate adopted by the enrolled actuary for the Ethyl Retirement Plan for funding purposes in the Ethyl Retirement Plan annual valuation for such year, compounded annually. The conversion factors and methods set forth in the Ethyl Retirement Plan for converting benefits to an actuarially equivalent form shall be applied to the benefits paid to Executive under this Section.

of termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in section 1274(b)(2)(B) of the Code). At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

of termination. VARTA and German Limited shall pass the shareholder resolutions on the redemption or the spin-off or enter into a share purchase and transfer agreement 77 implementing the transactions pursuant to Section 11.3 (a) and (b) (as the case may be) within two months after notice of termination has been given in accordance with Section 11. The redemption price and additional compensation by Strategic Partner or the purchase price shall be payable to VARTA upon passing of the respective shareholder resolution or the execution of the share purchase and transfer agreement, as the case may be. The Parties shall ensure (if required, also by an assignment of the loan receivable of FinanceCo to VARTA Consumer or German Limited) that such payments will be set off against the repayment by VARTA of the loan referred to in Section 7.5; in all other respects, any rights of set-off or retention of Strategic Partner, German Limited or VARTA Consumer shall be excluded. The Parties shall further do, or cause to be done, without undue delay, all other actions (including any filings with the commercial register) required in connection any transaction pursuant to Section 11.3.

of termination. Upon any termination of Executive’s employment with the Company, except for a termination for Cause, the Executive shall be entitled to (a) a payment equal to the greater of (i) two years’ worth of the then­existing Base and the last year’s Bonus (the “Severance”) and (b) retain the benefits set forth in Article IV for the balance of the term. If the Severance is equal to the amount set forth in clause (ii), the Company shall also pay to Executive in a timely fashion any excise and other penalties and taxes as a result of section 280G of the Internal Revenue Code of 1986 as amended (or such replacement or successor provision and applicable state law counterpart). The Severance shall be paid, at Executive’s option, either (x) in a lump sum upon termination with such payments discounted by the U.S. Treasury rate most closely comparable to the applicable time period left in the Agreement or (y) as and when normal payroll payments are made (except in the case of the Bonus which shall be payable in a lump sum between January 1 and January 10 of each year).

of termination. The Association reserves the right at any time and from time-to­ time by action of its Board of Directions to modify or amend, in whole or in part, or terminate any or all of the provisions of this Trust Agreement by notice thereof in writing delivered to the Trustee, provided that no such modification or amendment which affects the rights, duties, or responsibilities of the Trustee may be made without its written consent, and provided further that no such modification, amendment, or termination shall authorize or permit any part of the Trust Fund to be used for or diverted to purposes other than for the exclusive benefit of such participants or their beneficiaries under the Plan.

of termination. Every employee shall give at least two (2) weeks notice of termination. The Employer shall give a minimum of two (2) weeks notice of termination of employment or shall pay a minimum of two