Post-Closing Termination Sample Clauses

Post-Closing Termination. This Agreement may be terminated at any time after the Closing Date by the mutual written consent of AIG, AHAC and TRH.
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Post-Closing Termination. Any provisions of this Agreement that, pursuant to Section 9.01 hereof, survive the Closing may be terminated only after the Closing by mutual written agreement of Cox and AT&T.
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Post-Closing Termination. This Agreement may be terminated at any time after the Closing by mutual written consent of Biogen Idec and Elan. If this Agreement is terminated pursuant to this Section 13.2, the following Sections shall survive such termination, as well as any other Sections or defined terms referred to in such Sections or necessary to give such Sections effect: Section 3.11(a), Section 3.11(d), Section 3.11(e), Section 3.11(h), Sections 4.2 through 4.5 (with respect to payments accrued during the Term), Section 8.7, Section 9.6, Section 12 (other than Section 12.5), this Section 13.2, Section 13.3, Section 16 and Section 17. Furthermore, any other provisions required to interpret the Parties’ rights and obligations under this Agreement shall survive to the extent required.
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Post-Closing Termination. In the event mktg terminates any employee listed on Schedule 2(f) prior to December 31, 2009, Maritz shall reimburse mktg for any severance payments made by mktg to such terminated employee up to an amount equal to the severance payments such employee would have received from Maritz if such employee had been terminated by Maritz on May 31, 2009, as set forth on Schedule 2(f) (the “Xxxxxx Xxxxxxxxx Amount”); provided that, should mktg hire, without Maritz’ prior written consent (which will not be unreasonably withheld), any such terminated employee, at any time prior to the expiration of the thirty (30) day period following the expiration of such applicable severance period, mktg shall reimburse Maritz for the amount of any severance payments, if any, paid by Maritz pursuant to this Section 2(g). Any such reimbursement payments to be made to mktg by Maritz shall be made on the same payment schedule as such severance payments would have been made under Maritz then-existing severance plan. mktg shall be solely responsible for, and shall pay to any such terminated employee, any severance amount in excess of the Xxxxxx Xxxxxxxxx Amount earned by such employee as a result of the passage of time between the Effective Date and the date of such termination.
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Post-Closing Termination. Articles I and II and Section 4.14 of this Agreement, except for Sections 2.1(d) and 2.2 hereof, shall terminate on an initial Public Offering.
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Post-Closing Termination. In the event of the termination of this Agreement pursuant to Section 16.2 or expiration of this Agreement, this entire Agreement will forthwith become void with the exception of Sections 2.2.4, 3.4.1 (only the fourth sentence), 3.4.2, 5.6.2-.4, 6.1.5, 6.4, 9.4-9.9, 10.1, 16.3.1, 16.3.3-.4, and this Section 16.3.2 and Articles 1, 7, 8,13, 14 and 17, and any other provisions which, by their nature, are intended to survive, each of which will survive such termination or expiration and remain valid and binding obligations of the Parties. In addition: (i) LANTHEUS Breach or Termination for Convenience. In the event that, (i) subject to the exhaustion of the Escalation Procedure, POINT terminates this Agreement for LANTHEUS’ breach under Section 16.2.3 or (ii) LANTHEUS terminates this Agreement for convenience under Section 16.2.2, all licenses and rights granted by a Party to the other Party hereunder with respect to the applicable country or countries in the Territory, will terminate. (ii) POINT Insolvency. Subject to the exhaustion of the Escalation Procedure, in the event that LANTHEUS terminates this Agreement for POINT’s Insolvency Event, all licenses and rights granted by POINT will survive solely for the period in which such rights and licenses would have been in effect had the Insolvency Event not occurred.
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Post-Closing Termination. Following the Closing, if the Company breaches any obligation under the Registration Rights Agreement, including the occurrence of an Event (as defined in the Registration Rights Agreement), Purchaser may by written notice to the Company, in addition to any remedies available to Purchaser under the Registration Rights Agreement, terminate this Agreement.
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Post-Closing Termination. If (a) Salus fails to execute a valid release of the security interest referred to in Section 5.2, as well as any other liens, pledges, or other encumbrances it holds in the IP (the “Release”) or Seller fails to record the Release with the U.S. Patent & Trademark Office, in either case on or before July 31, 2013; or (b) Buyer demonstrates to Seller that Seller has failed to renew or otherwise maintain in effect trademark registrations listed on Schedule I in the jurisdictions listed on Schedule 7.3 and such failure has a material and adverse effect on the value of the IP, then (in the case of (a) or (b)) Buyer may, by notice to Seller on or before July 31, 2013, terminate this Agreement. In the event that this Agreement is terminated pursuant to this Section 7.1, (i) Seller shall return the Note (marked cancelled) to Buyer and pay to Buyer an amount equal to the aggregate amount of any payments received by Seller under the Note, (ii) Buyer shall assign, transfer, convey and grant to Seller the IP and all other things transferred by Seller to Buyer pursuant to this Agreement in the condition in which they were transferred to Buyer, free and clear of all liens, pledges, security interests and other encumbrances created by or through Buyer or during the period of its ownership (and Section 2.4, with references to Seller and Buyer being references to Buyer and Seller, respectively, shall apply mutatis mutandis) and (iii) this Agreement shall terminate without any liability or further obligation of any party to another, except for Sections 8 and 9 (other than Section 9.10 and 9.11, which shall terminate), and this Section 7.1, which shall survive termination. Buyer’s right of termination pursuant to this Section shall be its sole and exclusive remedy for any failure to execute or record the Release or any failure of trademark registrations to have been renewed or maintained in effect.
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Post-Closing Termination. (1) Unless earlier terminated by mutual agreement of the parties or as otherwise provided in this Section 11.2, sections 2, 3, 5, 8, 9.3, 9.7,11,12,13, and 14 of this Agreement shall remain in effect for a period of FIVE (5) YEARS from the date first set forth above. However, if after the aforementioned five-year period, Spectranetics continues to practice under the rights obtained in one or more of the patents acquired by or licensed through to Spectranetics in connection with this Agreement (i.e., such that Spectranetics' actions would otherwise have been deemed a legally infringing activity of such rights), then this Agreement shall remain in effect until the last of such patents actually practiced by Spectranetics expires and Spectranetics will continue to make the associated royalty payments pursuant to Section 3.3 above. (2) Further, this Agreement may be earlier terminated, at the option of the non-breaching party, if the other party commits a material breach, and such breach is not cured within sixty (60) days after notice thereof has been given by the non-breaching party to the breaching party.
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Related to Post-Closing Termination

  • Qualifying Termination If, prior to Executive’s attainment of age 65, Executive’s employment is involuntarily terminated by the Company without Cause (and other than due to his Disability) or is voluntarily terminated by Executive for Good Reason, in either case only during the period commencing on the occurrence of a Change in Control of the Company and ending on the second anniversary of date of the Change in Control (“Protection Period”), then the Company shall pay or provide Executive with: (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i); (ii) Any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year; (iii) A pro-rated annual cash incentive for the fiscal year in which such termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated annual cash incentive award shall be paid when awards are paid generally to senior executives for such year; (iv) A lump sum severance payment in the aggregate amount equal to the product of (A) the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his annual target annual cash incentive award multiplied by (B) two (2); provided, unless the Change of Control occurring on or preceding such termination also meets the requirements of Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision) thereunder (a “409A Change in Control”), the amount payable to Executive under this subparagraph (iv) shall be paid to Executive in equal semi-monthly payroll installments over a period of twenty-four (24) months, not in a lump sum, to the extent necessary to avoid the application of Section 409A(a)(1)(A) and (B); (v) Subject to Executive’s continued co-payment of premiums, continued participation for two (2) years in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA; and (vi) Payments falling under Section 10(b)iv shall, if to be paid in a lump sum pursuant to such section, be paid within ten (10) business days after the Executive’s termination of employment. Provided, to the extent applicable under Section 409A as a “deferral of compensation,” and not as a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4), the payments and benefits payable to Executive under this Section 10(b) shall be subject to the Safe Harbor and Postponement provided at Section 8(c)(iv).

  • Following Termination 11.2.1 the Parties will agree the procedure for administering the Insurance Business current at the time of termination; 11.2.2 the Broker will make all reasonable efforts to provide the Company with contact details for any Insured or other party with whom the Company has contracted in the conduct of Insurance Business where:- 11.2.2.1 the Broker has acted as the agent of the Company; and 11.2.2.2 where such information is reasonably required in order for the Company to carry out its obligations in relation to Insurance Business concluded in accordance with this Agreement. 11.2.3 Where permissible the Parties will remain liable to perform their obligations in accordance with the terms of this Agreement in respect of all Insurance Business subject to this Agreement until all Insurance Business has expired or has otherwise been terminated.

  • 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.

  • PROVISIONS SURVIVING TERMINATION The provisions of Sections 10, 14, 16, 21 and 29 of this Agreement shall survive termination of this Agreement for any reason.

  • Servicing Termination Section 6.01.

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

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibits B and C, shall survive the termination of employment and the termination of this Agreement.

  • 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:

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder. (b) Any termination of your employment by the Company or by you following a Change in Control of the Company during the Term shall be communicated by written notice of termination that indicates the specific provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated ("Notice of Termination"). A Notice of Termination shall be delivered to the other party hereto in accordance with Section 6.

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