Separation Agreement Required; Time of Payment Sample Clauses

Separation Agreement Required; Time of Payment. As set forth above, in order to receive any payments or benefits pursuant to Section 8.3(iii) or (iv), the Consultant must execute (and not revoke) a Separation Agreement, which Agreement shall include a mutual general release of any and all claims that the Consultant had, has or may have in connection with the Consultant’s Consulting Services with IMH or Infinet, as applicable, as well as a release of any claims that IMH or Infinet, as applicable, had, has or may have against the Consultant. The Separation Agreement shall be provided to Consultant within five (5) days following Consultant’s Separation from Service (defined below). The Separation Agreement must be executed and returned to IMH or Infinet, as applicable, within the five (5) day (as applicable) period that will be described in the Separation Agreement and it must not be revoked by the Consultant within any applicable revocation period that will be described in the Separation Agreement. The Separation Agreement may not be executed prior to the Consultant’s last day of rendering any Consulting Services. The lump sum payments called for by Section 8.3(iii) and (iv) shall be paid within five (5) days following the last day on which the Consultant could revoke the Separation Agreement. Notwithstanding anything in this Section to the contrary, if the period of time during which the Consultant has to consider the execution of the Separation Agreement, plus any revocation period set forth therein, spans two (2) calendar years, the lump sum cash payments called for by Section 8.3(iii) and (iv) shall be paid in the second calendar year.
Sample 1
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Separation Agreement Required; Time of Payment. As noted above, in order to receive any payments or benefits pursuant to Section 7.3(iii), (iv) or (v), Executive must execute (and not revoke) a Separation Agreement, which Agreement shall include a mutual general release of any and all claims that Executive had, has or may have in connection with Executive’s employment with IMH or Infinet, as applicable, as well as a release of any claims that IMH or Infinet (including in each case their affiliated and related entities, owners, directors, officers, consultants, agents and representatives) as applicable, had, has or may have against the Executive. The Separation Agreement shall be provided to Executive within five (5) days following Executive’s Separation from Service. The Separation Agreement must be executed and returned to IMH or Infinet, as applicable, within the twenty-one (21) or forty-five (45) day (as applicable) period that will be described in the Separation Agreement and it must not be revoked by Executive within the seven (7) day revocation period that will be described in the Separation Agreement. The Separation Agreement may not be executed prior to Executive’s last day of employment. The lump sum payments called for by Section 7.3(iii), (iv) and (v) shall be paid within five (5) days following the last day on which Executive could revoke the Separation Agreement. Notwithstanding anything in this Section to the contrary, if the period of time during which Executive has to consider the execution of the Separation Agreement, plus the seven (7) day revocation period, spans two (2) calendar years, the lump sum cash payments called for by Section 7.3(iii), (iv) and (v) shall be paid in the second calendar year.
Sample 1
Separation Agreement Required; Time of Payment. As set forth above, in order to receive any payments or benefits pursuant to Section 6.3(i), the Consultant must execute (and not revoke) a Separation Agreement, which Agreement shall include a general release of any and all claims that the Consultant had, has or may have in connection with the Consultant’s Consulting Services with IMHFC. The Separation Agreement must be executed and returned to IMHFC, within the applicable period that will be described in the Separation Agreement and it must not be revoked by the Consultant within any applicable revocation period that will be described in the Separation Agreement. The Separation Agreement may not be executed prior to the Consultant’s last day of rendering any Consulting Services.
Sample 1

Related to Separation Agreement Required; Time of Payment

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"XxxXxx.xxx," "PayPal," and all logos related to the PayPal services are either trademarks or registered trademarks of PayPal or PayPal’s licensors. You may not copy, imitate, modify or use them without PayPal’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of PayPal. You may not copy, imitate, modify or use them without our prior written consent. You may use HTML logos provided by PayPal for the purpose of directing web traffic to the PayPal services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterises “PayPal” or the PayPal services or display them in any manner that implies PayPal's sponsorship or endorsement. All right, title and interest in and to the PayPal websites, any content thereon, the PayPal services, the technology related to the PayPal services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of PayPal and its licensors. If you are using PayPal software such as an API, developer's toolkit or other software application, which may include software provided by or integrated with software, systems or services of our service providers, that you have downloaded or otherwise accessed through a web or mobile platform, then PayPal grants you a revocable, non- exclusive, non-sublicensable, non-transferable, royalty-free limited license to access and/or use PayPal’s software in accordance with the documentation accompanying such software. This license grant applies to the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation, access and use requirements contained in all documentation accompanying the PayPal services. If you do not comply with implementation, access and use requirements you will be liable for all resulting damages suffered by you, PayPal and third parties. PayPal may update or discontinue any software upon notice to you. While PayPal may have (1) integrated certain third party materials and technology into any web or other application, including its software, and/or (2) accessed and used certain third party materials and technology to facilitate providing you with the PayPal Services, you have not been granted and do not otherwise retain any rights in or to any such third party materials. You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software or any third party materials or technology, or otherwise create any derivative works from any of the software or third party materials or technology. You acknowledge that all rights, title and interest to PayPal’s software are owned by PayPal and any third-party materials integrated therein are owned PayPal’s third party service providers. Any other third-party software application you use on PayPal’s websites is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that PayPal does not own, control nor have any responsibility or liability for any such third party software application you elect to use on any of our websites, software and/or in connection with the PayPal services. PayPal does not claim ownership of the content that you provide, upload, submit or send to PayPal. Nor does PayPal claim ownership of the content you host on third-party websites or applications that use PayPal services to provide payments services related to your content. Subject to the next paragraph, when you provide content to the PayPal companies or post content using PayPal services, you grant PayPal (and parties that we work with) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use your content and associated intellectual property and publicity rights to help us improve, operate and promote our current services and develop new ones. PayPal will not compensate you for any of your content. You acknowledge that PayPal’s use of your content will not infringe any intellectual property or publicity rights. 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  • Manner and Time of Payment All payments by Company of principal, interest, fees and other Obligations hereunder and under the Notes shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day. Company hereby authorizes Administrative Agent to charge its accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

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  • Effective Date of Agreement The provisions of the agreement will come into full force and effect on the date of ratification, unless specified otherwise.

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  • Effective Date of Agreement; Termination This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ Stock Market; (B) a suspension or material limitation in trading in the Company’s common stock on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in your sole judgment, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Significant Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(o), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

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