Term of Agreement Early Termination. (a) The term of this Agreement shall be an initial period of ten (10) years commencing on the Start-Up Date (the “Initial Term”), subject however to early termination pursuant to Section 3(b), Section 3(c), or Section 11 hereof. At the request of either Party, during the six-month period prior to the end of the fifth (5th) year of the Initial Term, the Parties shall meet and review the terms and conditions of this Agreement and the compensation paid to CARGILL DIRECT hereunder, and, if necessary or appropriate in the opinion of either Party, enter into good faith discussions regarding potential modifications as necessary or appropriate to ensure that this Agreement is fair and equitable to both Parties. It is understood and agreed, however, that even if the Parties are unable to agree on any modifications, this Agreement will nevertheless remain in effect for the remainder of the Initial Term.
(b) Client will have the right to terminate this Agreement prior to the end of the Initial Term, if the “Cargill Hedge Price” (as defined in Section 3(c)) for each month in any six (6) consecutive calendar month period during the Initial Term exceeds by more than seven and one-half percent (7.5%) the average of the “Target Corn Price” (as defined in Section 3(c)) calculated for each of those calendar months. In the event Client desires to terminate this Agreement pursuant to this paragraph, Client shall provide written notice of termination to CARGILL DIRECT within sixty (60) days after the end of the 6-month period giving rise to the termination right, and the written notice of termination shall specify a termination date no earlier than fifteen (15) days after the date of the termination notice. As promptly as practicable after any such termination, all outstanding risk management transactions between the two parties shall be financially settled as of the termination date pursuant to the terms of the agreements governing those transactions, and such termination shall not relieve Client of its obligation to pay to CARGILL DIRECT any amounts due CES under this Agreement.
(c) CARGILL DIRECT may terminate this Agreement prior to the end of the Initial Term under the circumstances and in the manner provided in Section 3 of the Master Agreement.
Term of Agreement Early Termination. The term and termination of this Agreement shall be governed by the General Conditions, including but not limited to Article 27 thereof.
Term of Agreement Early Termination. Subject to subsection 8(g), Regulatory Approval, this Agreement shall be effective for a term of twenty years beginning 0000 hours on July 1, 1997, and ending at 2400 hours on June 30, 2017. Any Party to this Agreement may terminate prospectively its rights and obligations under this Agreement by giving written notice to all other Parties as follows: Such Party shall first specify by written notice to each other Party a tentative date for such termination (“Tentative Date”), which date shall be no less than six (6) months from the notice date, and such Party shall state in such notice its reasons for termination; and second, any final notice of termination shall be given in writing not more than 60 days nor less than 30 days prior to, and to become effective on, the Tentative Date.
Term of Agreement Early Termination. 2.1 Subject to the provisions for early termination as hereinafter provided, the term of this Agreement shall commence as of the date first above written and shall terminate automatically on January 31, 2010 (the "Term") unless the parties, prior to the end of the Term, enter into a written agreement renewing or extending this Agreement.
2.2 Despite the Term of this Agreement set forth in Section 2.1 above, the Company shall have the right to earlier terminate this Agreement:
(a) at any time without Cause upon thirty (30) days prior written notice. In such case, Xxxxxx will receive, as the only obligation of the Company to Xxxxxx, any portion of his Base Compensation (as defined in Section 3.1 below) earned through the date of termination, but not yet paid to Xxxxxx, plus a severance payment equal to two (2) years of his annual Base Compensation.
(b) at any time with Cause. In such case, Xxxxxx will receive, as the only obligation of the Company to Xxxxxx, his Base Compensation earned through the date of termination but not yet paid to Xxxxxx. For the purposes of this Agreement and except as set forth elsewhere herein, Cause shall mean the good faith determination by the Board of Directors of the Company (the "Board") that:
(i) Xxxxxx has neglected, failed or refused to perform his duties as CEO (other than as a result of physical or mental illness);
(ii) Xxxxxx has failed to timely attain the goals assigned to Xxxxxx by the Company, in its good faith judgment, from time to time;
(iii) Xxxxxx has committed an act of personal dishonesty including, without limitation, an act or omission intended to result in personal enrichment of Xxxxxx at the expense of the Company;
(iv) Xxxxxx has committed a willful or intentional act that could reasonably be expected to injure the reputation, business, or business relationships of the Company or Executive's reputation or business relationships;
(v) Xxxxxx has perpetrated an intentional fraud against or affecting the Company or any customer, supplier, client, agent, or employee thereof; or
(vi) Xxxxxx has been convicted (including conviction on a nolo contendere, no contest, or similar plea) of a felony or any crime involving fraud, dishonesty, or moral turpitude. With respect to any of the matters set forth in (i) or (ii) above, the Company shall give Executive notice of the deficiency and a reasonable opportunity to correct the deficiency (not to exceed sixty (60) days) prior to termination. In the event that the Compa...
Term of Agreement Early Termination. (a) The term of this Agreement shall be an initial period of ten (10) years commencing on the Start-Up Date for the Ethanol Facility (the “Initial Term”), subject however to early termination pursuant to Section 3(b), Section 3(c), or Section 15 hereof. At the request of either Party, during the six-month period prior to the end of the fifth (5th) year of the Initial Term, the Parties shall meet and review the terms and conditions of this Agreement and the compensation paid to CES hereunder, and, if necessary or appropriate in the opinion of either Party, enter into good faith discussions regarding potential modifications as necessary or appropriate to ensure that this Agreement is fair and equitable to both Parties. It is understood and agreed, however, that even if the Parties are unable to agree on any modifications, this Agreement will nevertheless remain in effect for the remainder of the Initial Term.
(b) [*]
(c) CES or Cargill may terminate this Agreement prior to the end of the Initial Term under the circumstances and in the matter provided in Section 3 of the Master Agreement. * Certain confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission.
Term of Agreement Early Termination. 2.1 The term of this Agreement shall commence as of the Effective Date and shall terminate automatically twenty-four (24) months after the Effective Date (the “Term”) unless the parties, prior to the end of the Term, enter into a written agreement renewing or extending this Agreement. Unless occurring earlier, all granted stock options, stock warrants and stock grants shall vest at the end of the Term of this Agreement and be exercisable pursuant to the then current Stock Option Plan of the Company.
2.2 Despite the Term of this Agreement set forth in Section 2.1 above, the Company shall have the right to earlier terminate this Agreement automatically upon the death of Xxxxxxx. In such event, the Company shall pay Xxxxxxx’x estate the Base Compensation and Bonus declared but not yet paid and Base Compensation to be earned through the term of this Agreement, and all stock options, stock warrants and stock grants held by Xxxxxxx shall automatically vest and be exercisable by Executive Director’s heirs, executors, administrators or personal representatives in accordance with the then current Stock Option Plan of the Company.
2.3 Despite the Term of this Agreement set forth in Section 2.1 above, Xxxxxxx shall have the right to terminate this Agreement upon sixty (60) days prior written notice to the Company for any reason provided the Company may waive the notice period. In such event, the Company shall pay Xxxxxxx the Base Compensation earned and any Bonus declared but not yet paid to Xxxxxxx.
2.4 Automatically upon a Change of Control, the Company shall pay to Executive Director three (3) years of annual Base Compensation and any declared but unpaid Bonus. In the event of a contemplated Change in Control, the Executive Director shall become entitled to receive a stock grant of One Million (1,000,000) shares of common stock in the Company, payable prior to the closing of the Change in Control event. Furthermore, all granted stock options, stock warrants and stock grants under this or any provision of this Agreement will vest upon the effective date of the closing of the Change of Control event. For the purposes of this Agreement, Change of Control shall mean:
(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of e...
Term of Agreement Early Termination. A) TERM OF AGREEMENT The term of this Agreement shall commence on the 1st day of January, 1999, and shall continue until December 31, 2000, ("Term") unless sooner terminated pursuant to the terms hereof or by mutual agreement.
B) EARLY TERMINATION Either party may terminate this Agreement by giving the other party ninety (90) days prior written notice (the "Termination Notice Date") whereupon this Agreement shall be terminated ninety (90) days after receipt of such notice by the non-terminating party (the "Early Termination Date"). In the event Goody's elects to exercise this early termination right prior to the natural expiration date of the Term, then this Agreement shall terminate on the Early Termination Date and Goody's shall pay Carrier the "Equipment Purchase Price" (as hereafter defined) on the Early Termination Date. Goody's has no obligation to pay Carrier the Equipment Purchase Price if: (i) Carrier elects to terminate this Agreement; (ii) such termination is due to a default of Carrier; or (iii) such termination occurs after the natural expiration date of the Term.
Term of Agreement Early Termination. This Agreement shall be in effect until May 30, 2009. Termination of this Agreement prior to the expiration may occur at any time upon 60 days written notice by any party.
Term of Agreement Early Termination. The term of this Agreement (“Term”) will begin on February 1, 2009 and end on December 31, 2009; provided, however, this Agreement will terminate prior to the end of the Term if (i) the Consultant commences employment with another entity, or (ii) the Consultant provides 30 days’ advance written notice of termination to the Corporation, which termination may be effective at any time after the first 90 days of the Term (“Early Termination Events”). If an Early Termination Event occurs, then (i) the Corporation will have no obligation to pay any remaining portion of the Base Compensation to the Consultant from and after the commencement of employment with another entity or the date of termination, as applicable, and (ii) the Consultant will have no obligation to render any Consulting Services; provided, however, the Consultant will be obligated to comply with all other terms of this Agreement.
Term of Agreement Early Termination. (a) The term of this Agreement shall be an initial period of ten (10) years commencing on the Provisional Acceptance Date for the Ethanol Facility ( the “Initial Term”), subject however to early termination pursuant to Section 3(b), Section 3(c), or Section 11 hereof. At the request of either Party, during the six-month period prior to the end of the fifth (5th) year of the Initial Term, the Parties shall meet and review the terms and conditions of this Agreement and the compensation paid to CARGILL DIRECT hereunder, and, if necessary or appropriate in the opinion of either Party, enter into good faith discussions regarding potential modifications as necessary or appropriate to ensure that this Agreement is fair and equitable to both Parties. It is understood and agreed, however, that even if the Parties are unable to agree on any modifications, this Agreement will nevertheless remain in effect for the remainder of the Initial Term.
(b) Client will have the right to terminate this Agreement at any time after the end of the second anniversary of the Provisional Acceptance Date, and prior to the end of the Initial Term, if the “Cargill Hedge Price” (as defined in Section 4(c)) for each month in any twelve (12) consecutive calendar month period during the Initial Term exceeds by more than ten percent (10%) the average of the “Target Corn Price” (as defined in
