Payments on Termination. Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable. After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement.
Payments on Termination. 48.1 The Calculation Agent, in good faith and acting reasonably, will determine an amount, if any, (the Close-out Amount) that would be paid by (expressed as a positive) or to (expressed as a negative) the non-Affected Party in consideration of an agreement between the non- Affected Party and a third party that would have the effect of preserving for the non-Affected Party the economic equivalent of any payment in respect of the Transaction that would, but for the occurrence of the Early Termination Date, have been required after that date.
48.2 An amount (the "Termination Payment") will be payable equal to the Close-out Amount plus any amounts which have fallen due but remain unpaid as at the Early Termination Date owing to the non-Affected Party, and less any amounts which have fallen due but remain unpaid as at the Early Termination Date owing to the Affected Party, together with, to the extent permitted under applicable law, any interest owing pursuant to the terms of these Terms.
48.3 If the Termination Payment is a positive number, the Affected Party will pay it to the non- Affected Party; if it is a negative number then the non-Affected Party will pay it to the Affected Party.
48.4 The Termination Payment will, at the option of the non-Affected Party, be reduced by its set-off against any amounts payable (whether at such time or in the future or upon the occurrence of a contingency) by or to, as appropriate, the non-Affected Party (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement(s) between the parties or instrument(s) or undertaking(s) issued or executed by one party to, or in favour of, the other party.
48.5 The parties agree that an amount recoverable under this section 48 is a reasonable pre- estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in these Terms neither party will be entitled to recover any additional damages as a consequence of the occurrence of the Early Termination Date.
48.6 In determining the Close-out Amount, the Calculation Agent may consider any relevant information, including, without limitation, one or more of the following types of information:
48.6.1 quotations (either firm or indicative) for replacement Transactions supplied by one or more third parties that may take into account the creditworthiness of the non-Affected Party at the time the quotatio...
Payments on Termination. Upon termination of Executive's employment by the Company or the Bank, the Company and the Bank shall have the following payment obligations to Executive:
(a) If the Executive's Employment is terminated due to illness of the Executive, the provisions of Section 6 shall apply.
(b) If the Executive's Employment is terminated due to the death of the Executive, the provisions of Section 7 shall apply.
(c) If the Executive's Employment is terminated by the Company other than for Cause, and not In Contemplation of a Change of Control of the Company or the Bank or within twelve months after a Change of Control of the Company or the Bank, the provisions of Section 8 shall apply, and therefore the payment provisions of Section 9 apply.
(d) If the Executive's Employment is terminated by the Bank other than for Cause, and not In Contemplation of a Change of Control of the Company or the Bank or within twelve months after a Change of Control of the Company or the Bank, the provisions of Section 9 shall apply.
(e) If the Executive's Employment is terminated by the Company for Cause, or by the Bank for Cause, the provisions of Section 10 shall apply.
(f) If the Executive's Employment is terminated by the Executive as a result of a breach of the agreement by the Company or the Bank, the provisions of Section 3 apply, and therefore the payment provisions of Section 9 apply.
(g) In the event of a Voluntary Termination of Executive's Employment as defined in Section 11, the provisions of Section 11 apply.
(h) If the Executive's Employment is terminated by the Company or the Bank within twelve (12) months after a Change of Control of the Company, as defined in Section 12 above, or a Change of Control of the Bank, as defined in Section 13 above, or in Contemplation of a Change of Control of either, as defined in Section 14, the provisions of Section 14 shall apply.
(i) If the Executive's Employment is terminated by the Executive for Good Reason, as defined in Section 15 above, the Executive's employment with the Company and with the Bank shall be deemed to have been terminated without Cause by the Company and by the Bank at the time of such termination by Executive for Good Reason. If such termination is during a period of Contemplation of Change of Control, or within twelve (12) months after a Change of Control, the provisions of Section 14 shall apply.
(j) Termination of Executive's Employment by the Company or by the Bank or by the Executive shall be communicated by writte...
Payments on Termination. In the event that Employee’s employment under this agreement is terminated for any reason, Company shall promptly pay Employee any amounts due to Employee under this agreement, including any salary accrued through the date of termination, and reimbursement for business related expenses during the period of Employee’s employment, providing that such expenses are submitted in accordance with Company policies, but such payments shall be in full satisfaction of all Company’s obligations to Employee.
Payments on Termination. In the event that Employee's employment is terminated pursuant to Section 6 above, the Company shall pay to Employee his full Base Salary through the Date of Termination together with all incentive compensation, benefits and other compensation, if any, due and owing as of that date, plus any Severance and Benefit Payments to which Employee may be entitled hereunder.
Payments on Termination. In the event that this Agreement and the employment contemplated hereunder are terminated pursuant to Article 4.01, the Employee shall be entitled to the payments and benefits provided in this Article 4.02 (subject to Articles 4.03 and 4.04 below), and the Employer shall have no further obligation to the Employee under this Agreement except as expressly provided in this Article 4.02.
(a) Upon termination for any reason, the Employee shall receive any accrued and unpaid Base Salary, accrued and unpaid Entitlement for any completed fiscal year, and accrued and unpaid reimbursements (including tax equalization payments, if applicable) pursuant to this Agreement, in each case as of the date of such termination, as well as any earned or accrued benefits to which the Employee may be entitled under any benefit plan maintained by the Employer.
(b) Solely in the event of termination by the Employer without Cause pursuant to Article 4.01(f), and subject to the requirements of Article 4.04, the Employee shall be entitled to the following: (i) continued payments of Base Salary for a period of twelve (12) months after the date of the notice of termination; (ii) continued full participation in the Employer’s benefit programs (including full reimbursement for all health, dental, and vision expenses, but excluding participation in the Employer’s short or long term disability plans) for a period of twelve (12) months; (iii) continuation of automobile allowance as well as automobile operating expense reimbursement pursuant to Article 3.04 for a period of twelve (12) months after the date of termination; and (iv) if Employee is terminated other than on December 31st in any year, a payment equal to the Entitlement Employee would otherwise have received for such year but for the termination (based on the Employer’s achievement of target EBITDA or other applicable target) multiplied by a fraction, the numerator of which is the number of months in the fiscal year for which Employee was employed (including any month in which 11 or more days are worked) and the denominator of which is 12, which shall be paid at such time as the Entitlement would otherwise have been payable under this Agreement.
Payments on Termination. If you resign or the Company terminates your employment with or without Cause or because of disability or death, the Company will pay you any unpaid portion of your Salary pro-rated through the date of actual termination, reimburse any substantiated but unreimbursed business expenses, pay any accrued and unused vacation time (to the extent consistent with the Company’s policies), and provide such other benefits as applicable laws or the terms of the benefits require. Except to the extent the law requires otherwise or as otherwise provided in this Agreement or in your option, restricted stock or other equity instrument agreements, neither you nor your beneficiary or estate will have any rights or claims under this Agreement or otherwise to receive severance or any other compensation, or to participate in any other plan, arrangement, or benefit, after such termination or resignation.
Payments on Termination. Except as otherwise provided in SECTION 9 of this Agreement,
(a) If Executive’s employment is terminated for any reason, then the Company shall pay to Executive that portion of Executive’s Base Salary payable through the effective date of the termination plus the amount of any accrued but unused vacation pay through the effective date of the termination and any expenses described in SECTION 7 not previously reimbursed as of the effective date of the termination, all of which will be paid to Executive in a lump sum in cash within 30 days of the effective date of the termination.
(b) If Executive’s employment is terminated pursuant to SECTION 4(a) or 4(b), prior to the end of a year and such termination is not a Qualifying Termination, then the Company shall pay to Executive a pro-rated incentive equal to:
(i) Executive’s annual cash bonus for the prior year, multiplied by
(ii) a fraction, (A) the numerator of which is the number of calendar months (counting a partial calendar month as a full month) that has elapsed (in the calendar year in which Executive’s effective date of termination occurs) prior to (x) in the case of termination pursuant to SECTION 4(a), the date of Executive’s death or disability or (y) in the case of termination pursuant to SECTION 4(b), the effective date of termination, and (B) the denominator of which is 12.
(c) Subject to SECTION 17, if Executive’s employment is terminated pursuant to SECTION 4(b) and such termination is not a Qualifying Termination or the Board elects not to renew the term of this Agreement as provided in SECTION 3, then the Company shall provide Executive the pay and benefits described in this SECTION 8(c).
(i) Executive shall be entitled to a monthly payment equal to his monthly salary in effect at the time of termination plus one-twelfth of his prior year’s bonus. This amount shall be payable for a 24-month period if Executive terminates employment pursuant to SECTION 4(b) and for a 12-month period if the Board elects not to renew the term of this Agreement pursuant to SECTION 3. Payment shall begin on the date set forth in SECTION 8(e).
(ii) The Company shall provide Executive continued group health coverage in accordance with this SECTION 8(c)(ii).
(A) If the Company’s group health plan is insured on the date Executive terminates employment, then the Company shall continue Executive’s active employee group health plan coverage for six months following Executive’s termination of employment under such insured...
Payments on Termination. Payments to the Advisor pursuant to this Section 12.3 shall be subject to the 2%/25% Guidelines to the extent applicable. After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except that the Company shall pay within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement, including Contingent Acquisition Fees and Contingent Financing Fees (both as defined and provided for in the Prior Advisory Agreement among the Company, its former operating partnership and the Advisor dated August 13, 2020); provided that the amount of Contingent Acquisition Fees and Contingent Financing Fees shall be equal to [$22,269,000]1 minus the product obtained by multiplying 10% of [$22,269,000] by the number of years that the Advisor has been engaged to perform advisory services since the date hereof (but in no event less than $0); and provided further that no Contingent Acquisition Fees or Contingent Financing Fees need be paid if this Agreement is (i) terminated or not renewed by the Company for cause or (ii) notwithstanding the Company’s good faith performance under this Agreement or any renewal thereof, terminated or not renewed by the Advisor. 1 Amount to be updated before signing based on previously agreed-upon factors.
Payments on Termination. If the Company terminates this Agreement for a reason specified in clauses 8.2 or 8.3, the Company is not obliged to make any payments to the Contractor, apart from any outstanding Contract Fees for work performed by the Representative(s) up to the Termination Date. In order for the Contractor to be able to recover the payments noted in sub-clause (a) the Contractor must issue an invoice in proper form in respect of the Contract Fees, attach the applicable declaration in Schedule H and any other attachments required, within five days of the Termination Date. Upon expiry or termination of this Agreement for any reason, or at any other time at the Company’s request, the Contractor and the Representative(s) must immediately return to the Company the following items in their possession or control: all Confidential Information (as defined in this Agreement) of the Company; and all property belonging to the Company, including the facsimile machine printer, all documents, records, papers, reports, disks, data, equipment and other material.
