Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
Appears in 6 contracts
Samples: Employment Agreement (Susa Partnership Lp), Employment Agreement (Susa Partnership Lp), Employment Agreement (Storage Usa Inc)
Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and This Agreement shall commence on February 3the Effective Date and shall continue through December 31 of the current year, 2000 and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee.
b) A renewal shall not require signature of the Parties, and shall be extended automatically, for so long as deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the Executive remains employed by the Company hereunder, payment terms indicated on the first day renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination.
c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of each month beginning January 3any fees that have been paid or waiver of any fees that have accrued.
d) CHORUS has the right, 2001 for an additional one-month period (such periodbut not the obligation, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with enforce the terms of this AgreementAgreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to the effect that on the first day of each month, the remaining term pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement and within ten (10) business days of notice of such breach. For the Executive's employment hereunder avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be one (1) year, but shall in no event extend beyond the Retirement Agedeemed to be a material breach.
(be) Any purported termination of employment by Executive or CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the Company shall be communicated by a Termination NoticeCHORUS Service. The Termination Notice Publisher Member shall indicate have an opportunity to be heard under such reasonable procedures as the specific termination provision Board may determine in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the terminationits good faith; however, the Termination Date decision to terminate shall be extended until rest solely with CHORUS.
f) Notwithstanding the dispute is finally determinedforegoing, either by mutual written agreement CHORUS reserves the right to temporarily suspend any part of the parties, by a binding arbitration award, CHORUS Service or by a final judgment, order to temporarily or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given permanently remove links to any Article upon determination in good faith and CHORUS’s sole discretion that the party giving such notice pursues the resolution continuation of such dispute aspect of the CHORUS Service (generally or with reasonable diligencerespect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). Notwithstanding In the pendency event of any such disputesuspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the Company will continue right to pay Executive his full compensation in effect when require CHORUS to remove links to any Article upon determination by the notice giving rise Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementPublisher Member.
Appears in 6 contracts
Samples: Publisher Membership Agreement, Publisher Membership Agreement, Publisher Membership Agreement
Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long Except as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each monthprovided below, the remaining term of this Agreement shall commence on the date hereof and shall terminate on the Executive's employment hereunder shall be one (1) yearthird anniversary hereof. For the avoidance of doubt, but shall in no event extend beyond any extensions provided below are subject to the Retirement Ageapproval by the DOJ pursuant to the Final Judgment.
(b) Any purported termination If Crown and its Affiliates have not completed the Brewery Expansion Plan on or prior to on the third anniversary hereof, Crown may provide written notice to Supplier not later than one hundred twenty (120) days prior to such date stating that despite the reasonable efforts of employment Crown and its Affiliates to complete such Brewery Expansion Plan, which statement shall not be subject to review or challenge by Executive or Supplier, continuing supply of Product is required, the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in terms and provisions of this Agreement relied upon and shall continue for an additional year, or such lesser period as Crown may set forth in the facts notice. Prior to the DOJ’s decision to approve or deny any extension as described in Section 8.1(a), Supplier shall conduct itself as if the extension set forth in any such notice from Crown will be permitted by the DOJ.
(c) If Crown and circumstances claimed to provide a basis for termination. If its Affiliates have not completed the party receiving the Termination Notice notifies the other party Brewery Expansion Plan on or prior to the Termination Date that a dispute exists concerning end of any additional term implemented pursuant to Section 8.1(b), Crown may provide written notice to Supplier not later than one hundred twenty (120) days prior to the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution end of such dispute with additional term stating that despite the reasonable diligence. Notwithstanding the pendency efforts of any Crown and its Affiliates to complete such disputeBrewery Expansion Plan, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and statement shall not be offset against subject to review or reduce challenge by Supplier, continuing supply of Product is required, the terms and provisions of this Agreement shall continue for an additional year, or such lesser period as Crown may set forth in the notice. Prior to the DOJ’s decision to approve or deny any other amounts due under extension as described in Section 8.1(a), the Supplier shall conduct itself as if the extension set forth in any such notice from Crown will be permitted by the DOJ.
(d) Under no circumstances shall the term of this Agreement exceed five (5) years.
8.2 Supplier may terminate this Agreement upon written notice to Crown following a Change of Control. Any such termination shall become effective on the sixtieth (60th) day after delivery of such notice to Crown.
8.3 Upon expiration of this Agreement, the obligations of the parties to supply and purchase Products shall terminate, but all rights and obligations accrued or relating to periods prior to the date of expiration shall continue and remain in full force and effect.
Appears in 5 contracts
Samples: Stock Purchase Agreement, Membership Interest Purchase Agreement (Anheuser-Busch InBev S.A.), Interim Supply Agreement (Constellation Brands, Inc.)
Term Termination. (a) The term 8.1 This Agreement shall be effective as of the Executive's employment hereunder shall be one (1) year date hereof and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless continue in force until terminated earlier in accordance with the terms provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and perform FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of FUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice;
(e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon FUND's breach of any material provision of this Agreement, which breach has not been cured to the effect that on satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to FUND;
(h) At the first day option of each monthFUND, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the remaining term satisfaction of FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of FUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(j) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall be effective immediately upon such occurrence without notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, FUND shall, at the option of LIFE COMPANY, continue to make available additional FUND shares, as provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the Executive's employment hereunder effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in FUND, but shall redeem investments in no FUND and/or invest in FUND upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age.
(b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify FUND and set forth the facts and circumstances claimed ADVISER whether LIFE COMPANY elects to provide a basis for continue to make FUND shares available after such termination. If the party receiving the Termination Notice notifies the other party prior FUND shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until remain in effect and thereafter either FUND or LIFE COMPANY may terminate the dispute is finally determinedAgreement, either by mutual as so continued pursuant to this Section 8.3, upon sixty (60) days prior written agreement of notice to the parties, by a binding arbitration awardother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute was givenshares attributable to LIFE COMPANY's assets held in the Separate Accounts), until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and LIFE COMPANY shall not be offset against or reduce any other amounts due prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under this Agreementthe Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified FUND of its intention to do so.
Appears in 4 contracts
Samples: Fund Participation Agreement (Galic of New York Separate Account I), Fund Participation Agreement (Annuity Investors Variable Account B), Fund Participation Agreement (Annuity Investors Variable Account A)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT’s ability to meet and shall commence on February 3, 2000 perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon notice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY;
(j) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time LIFE COMPANY desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age.
(b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed NB MANAGEMENT whether LIFE COMPANY elects to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardremain in effect.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY's assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.
Appears in 4 contracts
Samples: Fund Participation Agreement (Pruco Life Variable Universal Account), Fund Participation Agreement (Pruco Life of New Jersey Variable Appreciable Account), Fund Participation Agreement (Pruco Life Variable Universal Account)
Term Termination. (a) The term of the Executive's employment hereunder Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is one (1) year after the date hereof, and shall commence thereafter on February 3, 2000 and shall each anniversary of such date be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of deemed renewed automatically each month beginning January 3, 2001 year for an additional one-month year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such periodone-year extension term as set forth above, as it may be extended from time the Company shall deliver to time, being herein referred the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to as the "Term"), unless terminated earlier in accordance with renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to the effect that on the first day of each month, the remaining term of provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the Executive's employment hereunder event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be one deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (1or other compensation structure) yearthen agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, but this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in no event extend beyond the Retirement AgeTermination Notice.
(b) Any purported termination In the event that this Agreement is terminated in accordance with the provisions of employment by Executive or Section 13(a) of this Agreement, the Company shall be communicated pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by a Termination Noticethe Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The Termination Notice shall indicate obligation of the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed Company to provide a basis for termination. If the party receiving pay the Termination Notice notifies Fee shall survive the other party termination of this Agreement.
(c) No later than sixty (60) days prior to the Termination Date that a dispute exists concerning anniversary date of this Agreement of any year during the terminationTerm, the Termination Date shall be extended until Manager may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesManager’s intention not to renew the Term, by a binding arbitration award, or by a final judgment, order or decree whereupon the Term of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice.
(d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.
Appears in 4 contracts
Samples: Management and Advisory Agreement (New Residential Investment Corp.), Management and Advisory Agreement (New Residential Investment Corp.), Management and Advisory Agreement (New Residential Investment Corp.)
Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 the date hereof and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 31, 2001 2000 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Mid America Apartment Communities Inc), Employment Agreement (Mid America Apartment Communities Inc), Employment Agreement (Mid America Apartment Communities Inc)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) The term At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and shall commence on February 3, 2000 perform FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of FUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice;
(e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon FUND's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to FUND;
(h) At the option of FUND, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of FUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(j) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall be effective immediately upon such occurrence without notice except that no such termination shall occur and no prior written consent need be given for FUND to assign this Agreement to a successor entity organized for the purpose of allowing the FUND to redomesticate to a different jurisdiction in a tax-free reorganization.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, FUND at LIFE COMPANY's option will continue to make available additional FUND shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time LIFE COMPANY desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and the Executive's employment hereunder shall be one (1hereinafter referred to as "Existing Contracts") year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed unless FUND discontinues to provide a basis for terminationmake additional FUND shares available to all beneficial owners. If the party receiving the Termination Notice notifies the other party prior FUND shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardremain in effect.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute was givenshares attributable to LIFE COMPANY's assets held in the Separate Accounts), until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and LIFE COMPANY shall not be offset against or reduce any other amounts due prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under this Agreementthe Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified FUND of its intention to do so.
Appears in 3 contracts
Samples: Fund Participation Agreement (Mony Variable Account A), Fund Participation Agreement (Mony America Variable Account L), Fund Participation Agreement (Mony Variable Account L)
Term Termination. The Term of this Agreement shall commence on the date first set out above and shall continue in effect for a period of three (3) years, with the term automatically extending on the first and each subsequent anniversary of the Agreement for one additional year, unless the Executive or the Company gives written notice to the other prior to any anniversary date that the Agreement will not be so extended; provided, however, upon the occurrence of a "Change in Control" as defined hereinbelow, this Agreement shall automatically renew for a term of three (3) years from the Change in Control Date, subject thereafter to further automatic renewal and/or notice of termination as provided above. This Agreement shall also terminate upon the occurrence of any of the following events:
(a) The the death or total disability of the Executive (total disability meaning the failure of the Executive to perform his normal required services hereunder for a period of six consecutive months during the term hereof by reason of the Executive's mental or physical disability) (a "Disability Termination Event");
(b) termination by the Company of the Executive's employment hereunder for "Good Cause," which shall be one exist upon the occurrence of any of the following: (1i) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed is convicted of, pleads guilty to, or confesses to any felony or any act of fraud, misappropriation or embezzlement, (ii) the Executive engages in a fraudulent act to the material damage or prejudice of the Company, or (iii) the Executive otherwise fails to comply with the terms of this Agreement or deviates from any written policies or procedures of the Company, in either such case to the material detriment of the Company and, within 30 days after written notice from the Company of such failure or deviation, the Executive has not corrected such failure (in any such case, a "Good Cause Termination Event");
(c) termination by the Company hereunderof the Executive's employment hereunder for any reason other than as a result of a Good Cause Termination Event (a "No Cause Termination Event");
(d) termination by the Executive of the Executive's employment hereunder for "Good Reason", which shall mean (i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including status, offices, titles and reporting requirements), authority or duties or responsibilities as contemplated by (S) 1 hereof or any other action by the Company that results in a material diminishment in such position, authority, duties or responsibilities, other than action or inaction on the first day part of each month beginning January 3the Company that is corrected by the Company within 30 days after receipt of written notice thereof given by the Executive, 2001 for an additional one-month period (such period, as it may be extended from time ii) any failure by the Company to time, being herein referred to as the "Term"), unless terminated earlier in accordance comply with the terms of this Agreement, including, without limitation, Sections 2 and 5 hereof, which is not corrected by the Company within 30 days after receipt of written notice thereof given by the Executive, (iii) the Company's requiring the Executive to be based at any office or location more than 50 miles away from that at which the effect that on Executive is based as of the first day date of each monththis Agreement; provided, however, the remaining term Company may require travel reasonably consistent with past practices in the performance of the Executive's responsibilities, or (iv) any purported termination by the Company of the Executive's employment pursuant to this Agreement and other than as permitted herein, in each such case without the prior written consent of the Executive (in any such case, a "Good Reason Termination Event"); or
(e) voluntary termination by the Executive of the Executive's employment hereunder shall be one other than for "Good Reason" (1as defined above) year, but shall in no event extend beyond the Retirement Age(a "Voluntary Termination Event").
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Dan River Inc /Ga/), Employment Agreement (Dan River Inc /Ga/), Employment Agreement (Dan River Inc /Ga/)
Term Termination. (a) The term of the Executive's employment hereunder Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is one (1) year after May 15, 2013, and shall commence thereafter on February 3, 2000 and shall each anniversary of such date be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of deemed renewed automatically each month beginning January 3, 2001 year for an additional one-month year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such periodone-year extension term as set forth above, as it may be extended from time the Company shall deliver to time, being herein referred the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to as the "Term"), unless terminated earlier in accordance with renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to the effect that on the first day of each month, the remaining term of provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the Executive's employment hereunder event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be one deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (1or other compensation structure) yearthen agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, but this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in no event extend beyond the Retirement AgeTermination Notice.
(b) Any purported termination In the event that this Agreement is terminated in accordance with the provisions of employment by Executive or Section 13(a) of this Agreement, the Company shall be communicated pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by a Termination Noticethe Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The Termination Notice shall indicate obligation of the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed Company to provide a basis for termination. If the party receiving pay the Termination Notice notifies Fee shall survive the other party termination of this Agreement.
(c) No later than sixty (60) days prior to the Termination Date that a dispute exists concerning anniversary date of the terminationOriginal Management Agreement (May 15) of any year during the Term, the Termination Date shall be extended until Manager may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesManager’s intention not to renew the Term, by a binding arbitration award, or by a final judgment, order or decree whereupon the Term of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary date next following the delivery of such notice.
(d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.
Appears in 3 contracts
Samples: Management and Advisory Agreement (New Residential Investment Corp.), Management and Advisory Agreement (New Residential Investment Corp.), Management and Advisory Agreement (New Residential Investment Corp.)
Term Termination. (a) The term This Agreement shall commence upon the Effective Date and shall continue through December 31 of the Executive's employment hereunder current year, and thereafter shall be one renewed2 according to the terms of the most recent version of this Agreement for consecutive twelve (112) year month periods upon invoicing and payment of a renewal fee. A renewal shall commence on February 3not require signature of the Parties, 2000 and shall be extended automaticallydeemed to have occurred if Affiliate Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"at least net 30 days payment), unless terminated earlier or if CHOR elects, in accordance with its sole discretion, to accept a late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in automatic termination, effective as of the end of the then-current term.
b) The Affiliate Member may terminate this Agreement upon 90 days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued.
c) CHOR has the right, but not the obligation, to enforce the terms of this AgreementAgreement against any of its members, to the effect that on the first day of each month, the remaining term of including Affiliate Member. CHOR may terminate this Agreement and Affiliate Member’s status as a member of CHOR and participation in the Executive's employment hereunder CHORUS Service, (i) upon written notice for failure to pay any fees 90 days after such fees are due; (ii) upon written notice for failure to cure a material breach of this agreement within 10 business days of notice of such breach, including as set forth in Section 5. Except in the case of termination for failure to timely pay fees, CHOR’s Board shall review and approve any decision to terminate Affiliate Member’s membership in CHOR and participation in the CHORUS Service. As part of such review, Affiliate Member shall have an opportunity to be one (1) yearheard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, but however, shall in no event extend beyond the Retirement Agerest solely with CHOR.
(bd) Any purported termination of employment by Executive or Notwithstanding the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate foregoing, CHOR reserves the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed right to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement temporarily suspend any part of the parties, by a binding arbitration award, CHORUS Service or by a final judgment, order to temporarily or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given permanently remove links to any article upon determination in good faith and CHOR’s sole discretion that the party giving such notice pursues the resolution continuation of such dispute aspect of the CHORUS Service (generally or with reasonable diligence. Notwithstanding the pendency of respect to a specific member) or linking to any such disputearticle could result in legal risk to CHOR, without following the Company will continue to pay Executive his full compensation procedures outlined in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementSection 8(c).
Appears in 3 contracts
Samples: Affiliate Membership Agreement, Affiliate Membership Agreement, Affiliate Membership Agreement
Term Termination. (a) The term This Agreement shall commence upon the Effective Date and shall continue through December 31 of the Executive's employment hereunder current year, and thereafter shall be one renewed3 according to the terms of the most recent version of this Agreement for consecutive twelve (112) year month periods upon invoicing and payment of a renewal fee. A renewal shall commence on February 3not require signature of the Parties, 2000 and shall be extended automaticallydeemed to have occurred if Affiliate Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"at least net 30 days payment), unless terminated earlier or if CHOR elects, in accordance with its sole discretion, to accept a late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in automatic termination, effective as of the end of the then-current term.
b) The Affiliate Member may terminate this Agreement upon 90 days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued.
c) CHOR has the right, but not the obligation, to enforce the terms of this AgreementAgreement against any of its members, to the effect that on the first day of each month, the remaining term of including Affiliate Member. CHOR may terminate this Agreement and Affiliate Member’s status as a member of CHOR and participation in the Executive's employment hereunder CHORUS Service, (i) upon written notice for failure to pay any fees 90 days after such fees are due; (ii) upon written notice for failure to cure a material breach of this agreement within 10 business days of notice of such breach, including as set forth in Section 5. Except in the case of termination for failure to timely pay fees, CHOR’s Board shall review and approve any decision to terminate Affiliate Member’s membership in CHOR and participation in the CHORUS Service. As part of such review, Affiliate Member shall have an opportunity to be one (1) yearheard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, but however, shall in no event extend beyond the Retirement Agerest solely with CHOR.
(bd) Any purported termination of employment by Executive or Notwithstanding the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate foregoing, CHOR reserves the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed right to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement temporarily suspend any part of the parties, by a binding arbitration award, CHORUS Service or by a final judgment, order to temporarily or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given permanently remove links to any article upon determination in good faith and CHOR’s sole discretion that the party giving such notice pursues the resolution continuation of such dispute aspect of the CHORUS Service (generally or with reasonable diligence. Notwithstanding the pendency of respect to a specific member) or linking to any such disputearticle could result in legal risk to CHOR, without following the Company will continue to pay Executive his full compensation procedures outlined in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementSection 8(c).
Appears in 3 contracts
Samples: Chorus Affiliate Membership Agreement, Chorus Affiliate Membership Agreement, Chorus Affiliate Membership Agreement
Term Termination. (a) The Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until March 31, 2013 (the “Current Term”) and shall be automatically renewed for a one-year term on that date and each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Executive's employment Independent Directors or the holders of at least a majority of the outstanding Common Sharesagree not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Current Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed revised compensation then agreed upon by the parties to this Agreement. The Company hereunder, on and the first day of each month beginning January 3, 2001 for Manager agree to execute and deliver an additional one-month period (amendment to this Agreement setting forth such period, as it may be extended from time revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to time, being herein referred agree to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, the revised compensation to be payable to the effect that Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the first date which is the later of (A) ten (10) days following the end of such 45 day of each month, period and (B) the remaining term of this Agreement and Effective Termination Date originally set forth in the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement AgeTermination Notice.
(b) Any purported termination In the event that this Agreement is terminated in accordance with the provisions of employment by Executive or Section 13(a) of this Agreement, the Company shall be communicated pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of four times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth Manager during the facts and circumstances claimed to provide a basis for two 12-month periods immediately preceding the date of such termination. If , calculated as of the party receiving end of the Termination Notice notifies the other party most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Date that a dispute exists concerning Fee shall survive the terminationtermination of this Agreement.
(c) No later than 180 days prior to the expiration of the Current Term or any Renewal Term, the Termination Date shall be extended until Manager may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesManager’s intention to decline to renew this Agreement, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under whereupon this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective upon expiration of the then current term.
(d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, Sections 8(i) (including the provisions of Exhibit B) and 11 of this Agreement shall survive termination of this Agreement.
Appears in 3 contracts
Samples: Management Agreement (Resource Capital Corp.), Management Agreement (Resource America, Inc.), Management Agreement (Resource Capital Corp.)
Term Termination. (a) The term of this Agreement shall commence on the Executive's employment Effective Date and continue until no Sales Orders remain in effect hereunder unless otherwise terminated as stated below. The license term granted under a Sales Order (referred to therein as the “Subscription Period”) shall be as set forth in such Sales Order and if no such term is set forth, the license shall continue in force for one (1) year from the date of such Sales Order (“Initial Term”). To avoid unintended service interruptions, at the end of the Initial Term, and shall commence on February 3, 2000 and shall be extended automatically, for so long as at the Executive remains employed by the Company hereunder, on the first day end of each month beginning January 3Renewal Term thereafter, 2001 the license term granted under each Sales Order shall automatically renew for an additional one-month period one (1) year term (each, a “Renewal Term”), unless either party shall provide written notice to the other party, not less than sixty (60) days prior to such perioddate of expiration, as it may be extended from time of its election not to time, being herein renew such license term. The applicable Subscription Period or Initial Term and each Renewal Term are collectively referred to as the "“Term").” This Agreement may be terminated by either party, unless terminated earlier in accordance with the terms of this Agreement, at any time prior to the effect that on expiration of the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies then-current Term if the other party prior has committed a material breach of any of its obligations hereunder that has not been cured within thirty (30) days after receipt of written notice. This Agreement terminates automatically, with no further action by either party, if: (i) a receiver, manager, administrator, administrative receiver or similar figure under the law of any jurisdiction is appointed for either party or its property; (ii) either party proposes or is subject to a general compromise or arrangement with its creditors or any class of its creditors; (iii) any proceedings are commenced by, for, or against either party under any bankruptcy, insolvency, or debtor’s relief law for the Termination Date purpose of seeking a moratorium, rescheduling or reorganization of such party’s debts, and such proceeding is not dismissed within sixty (60) calendar days of its commencement; (iv) either party is liquidated, wound up, or dissolved; or (v) Licensee breaches any obligation related to Licensor’s Intellectual Property rights which has not been cured within fourteen (14) days from written notice pertaining to such breach (or if incapable of being cured then immediately upon such written notice being given). In the event that a dispute exists concerning the terminationlicense or this Agreement is terminated, all Sales Orders then in effect shall be immediately terminated. Within fifteen (15) days after termination Licensee shall irrevocably erase, or return to Licensor, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith Software and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given Documentation and Executive shall continue as a participant in all Award Plans copies and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement portions thereof and shall not be offset against provide written certification to Licensor that such destruction or reduce any other amounts due under this Agreementreturn has been completed. Sections 4 (Limitation of Warranty), 5 (Disclaimer), 6 (Indemnification), 8 (Limitations), 11 (Intellectual Property), 12 (Confidential Information), 17 (Term, Termination), 18 (Limitation of Liability), 20 (Miscellaneous) and 21 (Definitions) will survive the termination or expiration hereof.
Appears in 2 contracts
Samples: End User License Agreement, End User License Agreement
Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and this Lease shall commence on February 3the date set forth as the Rent Commencement Date in the Fundamental Lease Provisions, 2000 and provided the Premises are "ready for occupancy" (as that term is defined in Section 7 hereof), but if the Premises are not ready for occupancy on such date then the term shall commence on the date which is seven (7) days after the mailing of notice by Landlord to Tenant that the Premises are "ready for occupancy". The term shall be extended automaticallyfor the period set forth in the Fundamental Lease Provisions, for so long as plus, if the Executive remains employed by the Company hereunder, on Rent Commencement Date shall not be the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each a month, the remaining part of a month from the date of the Rent Commencement Date to the last day of the calendar month in which it occurs. Each of the parties hereto agrees upon demand of the other, to execute a declaration expressing the commencement date of the term as soon as the commencement date has been determined. If Tenant, or its contractors, are permitted to take possession prior to the Rent Commencement Date, Tenant shall comply with all terms and conditions of this Agreement and the Executive's employment hereunder shall be one (1) yearLease other than payment of Basic Annual Rent, but shall in no event extend beyond the Retirement AgeTaxes or Operating Costs.
(b) Any purported termination This Lease shall terminate at the end of employment by Executive the original term hereof, or any extension or renewal thereof without the Company necessity of any notice from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate the Premises and agrees that Landlord shall be communicated by entitled to the benefit of all provisions of law respecting the summary recovery of possession of premises from a Termination Noticetenant holding over to the same extent as if statutory notice had been given. The Termination Notice shall indicate For the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party period of four (4) months prior to the Termination Date expiration of the term, or any renewal or extension thereof, and provided that a dispute exists concerning Tenant has not provided Landlord with notice of Tenant’s intent to exercise its option to renew pursuant to the terminationterms and conditions below, Landlord shall have the Termination Date right to show the Premises and all parts hereof to prospective tenants during normal business hours.
(c) At the expiration or earlier termination of this Lease, Tenant shall, at Tenant's expense, remove all of Tenant's personal property and repair all injury done to the Premises or any part of the Premises by or in connection with the installation or removal of said property, and surrender the Premises, broom clean and in as good condition as they were at the beginning of the term, reasonable wear and tear excepted. All property of Tenant remaining on the Premises after the expiration or earlier termination of this Lease shall be extended until the dispute is finally determinedconclusively deemed abandoned and at Landlord's option, either may be retained by mutual written agreement of the parties, by a binding arbitration awardLandlord, or may be removed by a final judgmentLandlord, order or decree of a court of competent jurisdiction. The Termination Date and Tenant shall be extended by a notice of dispute only if such notice is given in good faith and reimburse Landlord for the party giving such notice pursues the resolution cost of such dispute with reasonable diligenceremoval. Notwithstanding the pendency of Landlord may have any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given property stored at Tenant's risk and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementexpense.
Appears in 2 contracts
Samples: Lease Agreement (United Bancshares Inc /Pa), Lease Agreement (United Bancshares Inc /Pa)
Term Termination. (a) The term This Agreement shall commence upon the Effective Date and shall continue through December 31 of the Executive's employment hereunder current year, and thereafter shall be one renewed according to the terms of the most recent version of this Agreement for consecutive twelve (112) year month periods upon invoicing and payment of a renewal fee.
b) A renewal shall commence on February 3not require signature of the Parties, 2000 and shall be extended automaticallydeemed to have occurred if Publisher Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"at least net 30 days payment), unless terminated earlier or if CHOR elects, in accordance with its sole discretion, to accept late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in an automatic termination, effective as of the end of the then-current term.
c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued.
d) CHOR has the right, but not the obligation, to enforce the terms of this AgreementAgreement against any of its members, to the effect that on the first day of each month, the remaining term of including Publisher Member. CHOR may terminate this Agreement and Publisher Member’s status as a member of CHOR and participation in the Executive's employment hereunder CHORUS Service, (i) upon written notice for failure to pay any fees 90-days after such fees are due; (ii) upon written notice for failure to cure a material breach of this agreement within 10 business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Agency-selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period after the first year, shall be one (1) yeardeemed to be a material breach. Except in the case of termination for failure to timely pay fees, but CHOR’s Board shall review and approve any decision to terminate Publisher Member’s membership in no event extend beyond CHOR and participation in the Retirement AgeCHORUS Service. As part of such review, the Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, however, shall rest solely with CHOR.
(be) Any purported termination of employment by Executive or Notwithstanding the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate foregoing, CHOR reserves the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed right to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement temporarily suspend any part of the parties, by a binding arbitration award, CHORUS Service or by a final judgment, order to temporarily or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given permanently remove links to any Article upon determination in good faith and CHOR’s sole discretion that the party giving such notice pursues the resolution continuation of such dispute aspect of the CHORUS Service (generally or with reasonable diligencerespect to a specific member) or linking to any such Article could result in legal risk to CHOR, without following the procedures outlined in Section 10(c). Notwithstanding In the pendency event of any such disputesuspension or removal, CHORUS will endeavor to provide Publisher Member with notice in a reasonable time frame prior to or following such event. Similarly, Publisher Member shall have the Company will continue right to pay Executive his full compensation in effect when require CHORUS to remove links to any Article upon determination by the notice giving rise Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementPublisher Member.
Appears in 2 contracts
Samples: Publisher Membership Agreement, Publisher Membership Agreement
Term Termination. (a) The term performance of the Executive's employment hereunder shall be one (1) year and Services under this Agreement shall commence on February 3, 2000 the Distribution Date and shall be extended automatically, for so long as continue in full force and effect until the Executive remains employed by end of the Company hereunder, on last Service Period or the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless earlier date upon which this Agreement has been otherwise terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Agehereof.
(b) Any purported During the term of this Agreement, Holdings may instruct Brink’s to discontinue providing certain Services or otherwise reduce its level of such Services upon giving Brink’s ten Business Days prior written notice. Upon the early termination of employment by Executive any Service pursuant to this Section 5(b) or upon the Company expiration of the applicable Service Period, following the effective time of the termination, Brink’s shall no longer be obligated to provide such Service, provided that Holdings shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in obligated to reimburse Brink’s for any reasonable out-of-pocket expenses or costs attributable to such termination.
(c) Holdings may terminate this Agreement relied in its entirety upon 30 days prior written notice to Brink’s.
(d) Either party to this Agreement shall have, in addition to any other rights and set forth remedies it may have, the facts right to terminate this Agreement on 30 days’ prior written notice to the other, if the other party shall breach or default in the performance of any material provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and circumstances claimed to provide a basis for termination. If the party receiving such notice of termination shall cure such breach or default within a 30 day period after receipt of such notice, then this Agreement shall continue in full force and effect.
(e) Brink’s shall have the Termination Notice notifies right, notwithstanding any other provisions of this Agreement, and in addition to any other rights and remedies it may have, to terminate this Agreement forthwith and at any time if Holdings becomes insolvent; or if Holdings files a petition in bankruptcy or insolvency; or if Holdings is adjudicated bankrupt or insolvent; or if Holdings files any petition or answer seeking reorganization, readjustment or arrangement of Holdings’s business under any law relating to bankruptcy or insolvency; or if a receiver, trustee or liquidator is appointed for any of the property of Holdings and within 60 days thereof Holdings fails to secure a dismissal thereof; or if Holdings makes any assignment for the benefit of creditors; or in the event of government expropriation of any material portion of the assets of Holdings.
(f) If Holdings shall fail to pay any financial obligation to Brink’s incurred by it under this Agreement within ten days after notice from Brink’s, then Brink’s shall have the right, notwithstanding Subsection (d) of this Section 5 or any other provisions of this Agreement, and in addition to any other rights and remedies it may have, to terminate this Agreement forthwith.
(g) In any event, no termination, cancelation or expiration of this Agreement shall prejudice the right of either party hereto to recover any payment due at the time of termination, cancelation or expiration (or any payment accruing as a result thereof), nor shall it prejudice any cause of action or claim of either party hereto accrued or to accrue by reason of any breach or default by the other party prior hereto.
(h) Notwithstanding any provision herein to the Termination Date that a dispute exists concerning the terminationcontrary, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement Sections 4 and 9 through 16 of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under survive the termination of this Agreement.
Appears in 2 contracts
Samples: Transition Services Agreement (Brink's Home Security Holdings, Inc.), Transition Services Agreement (Brink's Home Security Holdings, Inc.)
Term Termination. (a) The term This Agreement shall commence immediately upon the Closing Date and shall terminate upon the earliest to occur of (i) the mutual written agreement of the Executive's employment hereunder shall be one parties to terminate this Agreement in its entirety, (ii) the complete termination of the Asset Management Agreement or (iii) the third anniversary of the Closing Date. In addition, (x) a Recipient may from time to time terminate this Agreement with respect to any particular Service, in whole but not in part (1) year for any reason or no reason upon providing at least ninety (90) days prior written notice to the Provider of such termination, subject to the obligation to pay Termination Charges, as provided for under Section 8.02, (2) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall commence on February continue to exist thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient, or (3) immediately upon mutual written agreement of the parties hereto, 2000 and (y) a Provider may terminate this Agreement with respect to one or more Services, in whole but not in part, at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Service or Services, and such failure shall be extended automatically, continued uncured for so long as the Executive remains employed a period of thirty (30) days after receipt by the Company hereunder, on Recipient of a written notice of such failure from the first Provider. In the event that the effective date of the termination of any particular Service is a day other than at the end of each month beginning January 3, 2001 for an additional one-month period (such a billing period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance Service Charge associated with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder such Service shall be one (1) year, but shall in no event extend beyond the Retirement Agepro-rated appropriately.
(b) Any purported termination A Recipient may from time to time request a reduction in part of employment by Executive the scope or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for terminationamount of any particular Service. If the party receiving the Termination Notice notifies the other party prior requested to the Termination Date that a dispute exists concerning the terminationdo so by Recipient, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given Provider agrees to discuss in good faith appropriate reductions to the relevant Service Charges in light of all relevant factors including the costs and benefits to the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency Provider of any such disputereductions. In the event that any particular Service is reduced other than at the end of a billing period, the Company will continue to pay Executive his full compensation in effect when Service Charge associated with such Service for the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans billing period in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute such Service is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under reduced shall be pro-rated appropriately.
(c) The Recipient may terminate this Agreement upon the occurrence of a Force Majeure event pursuant to Section 8.04 below that materially disrupts the provision of Services, and shall not be offset against or reduce any other amounts due under this AgreementProvider’s failure to fully restore such Services within sixty (60) days.
Appears in 2 contracts
Samples: Shared Services Agreement, Shared Services Agreement
Term Termination. (a) The term 8.1 This Agreement shall be effective as of the Executive's employment hereunder shall be one (1) year date hereof and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless continue in force until terminated earlier in accordance with the terms provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of this AgreementLIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.parties;
(b) Any purported termination At the option of employment LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by Executive or the Company LIFE COMPANY. Prompt notice of election to terminate shall be communicated furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a Termination Notice. The Termination Notice shall indicate sufficient number of shares to reasonably meet the specific termination provision in this Agreement relied requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon and set forth the facts and circumstances claimed to provide a basis for termination. If institution of formal proceedings against FUND by the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the terminationSEC, the Termination Date NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and perform FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be extended until furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the dispute is finally determinedoption of FUND, either upon the institution of formal proceedings against LIFE COMPANY by mutual written agreement of the partiesSEC, by a binding arbitration awardthe NASD, or by a final any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, order or decree materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of a court of competent jurisdiction. The Termination Date election to terminate shall be extended furnished by a notice FUND with said termination to be effective upon receipt of dispute only if such notice is given in good faith and notice; (e) In the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such disputeevent FUND's shares are not registered, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved issued or sold in accordance with this subsectionapplicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and Termination shall not be offset against or reduce any other amounts due under this Agreement.effective upon such occurrence without notice;
Appears in 2 contracts
Samples: Fund Participation Agreement (Aul American Unit Trust), Participation Agreement (Aul American Individual Unit Trust)
Term Termination. (a) The term of the Executive's ’s employment hereunder shall be one (1) year and shall commence on February 3, 2000 the date hereof and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3June 1, 2001 2008, for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "“Term"”), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's ’s employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Mid America Apartment Communities Inc), Employment Agreement (Mid America Apartment Communities Inc)
Term Termination. (a) The term of the Executive's employment hereunder Until this Agreement is terminated in accordance with its terms, this Agreement shall be one in effect until the date that is three (13) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such periodone-year extension term as set forth above, as it may be extended from time the Company shall deliver to time, being herein referred the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to as the "Term"), unless terminated earlier in accordance with renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to the effect that on the first day of each month, the remaining term of provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the Executive's employment hereunder event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be one deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (1or other compensation structure) yearthen agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, but this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in no event extend beyond the Retirement AgeTermination Notice.
(b) Any purported termination In the event that this Agreement is terminated in accordance with the provisions of employment by Executive or Section 13(a) of this Agreement, the Company shall be communicated pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by a Termination Noticethe Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The Termination Notice shall indicate obligation of the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed Company to provide a basis for termination. If the party receiving pay the Termination Notice notifies Fee shall survive the other party termination of this Agreement.
(c) No later than sixty (60) days prior to the Termination Date that a dispute exists concerning anniversary date of this Agreement of any year during the terminationTerm, the Termination Date shall be extended until Manager may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesManager’s intention not to renew the Term, by a binding arbitration award, or by a final judgment, order or decree whereupon the Term of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice.
(d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.
Appears in 2 contracts
Samples: Management and Advisory Agreement (New Media Investment Group Inc.), Management and Advisory Agreement (New Media Investment Group Inc.)
Term Termination. (a) The term Employment Period shall end on the third annual anniversary of the date hereof; provided that (i) the Employment Period shall terminate prior to such date upon Executive's death, resignation or Disability; (ii) the Employment Period may be terminated by the Company at any time prior to such date for Cause or without Cause; (iii) the Employment Period may be terminated by Executive at any time for any reason (a "Voluntary Termination"); and (iv) unless each party is notified in writing within 30 days before the third annual anniversary of the date hereof or the end of a Renewal Period, the Employment Period shall automatically be extended for additional one year periods (each such period, a "Renewal Period").
(b) Upon (1) a Voluntary Termination of the employment relationship by Executive other than within 10 days of a Good Reason Event or (2) termination of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed relationship by the Company hereunderfor Cause, on prior to the first day end of each month beginning January 3, 2001 for an additional one-month period the Employment Period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with all future compensation or bonuses to which Executive would otherwise be entitled and all fixture benefits for which Executive would otherwise be eligible shall cease and terminate as of the terms date of this Agreementsuch termination; provided, however, that any salary, bonus, incentive payment, deferred compensation or other compensation or benefit which has been earned by or accrued for the benefit of Executive prior to the effect that on the first day date of each month, the remaining term termination shall not be forfeited and shall be paid to Executive promptly.
(c) Upon a termination of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the end of the Term other than (i) a termination by the Company for Cause or (ii) a Voluntary Termination Date that of the employment relationship by Executive other than within 10 days of a dispute exists concerning the terminationGood Reason Event, the Termination Date Executive shall be extended until entitled, in consideration of Executive's continuing obligations hereunder after such termination (including, without limitation, Executive's non-competition obligations), to receive his Base Salary, payable bi-weekly, and fringe benefits, as if Executive's employment (which shall cease on the dispute date of such termination) had continued for the twelve (12) months following termination; provided that in the event Executive's employment is finally determinedterminated for the reasons set forth in clauses (i) or (ii) above, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date Executive shall be extended by a notice of dispute only if required to use his reasonable best efforts to obtain, as expeditiously as possible, employment with at least comparable salary and responsibilities commensurate with those set forth herein. In such notice is given event, Executive's right to receive the amounts and benefits set forth in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligencethis Section 9(c) shall terminate. Notwithstanding the pendency of any such disputeforegoing, the Company will continue to pay if Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved obtains employment in accordance with this subsectionSection 9(c) and the salary to be paid to Executive is less than the Base Salary, the Company shall pay to Executive an amount equal to such deficiency, payable bi-weekly, for the remainder of the severance period. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.MISCELLANEOUS PROVISIONS
Appears in 2 contracts
Samples: Management Agreement (Romacorp Inc), Management Agreement (Romacorp Inc)
Term Termination. 10.1 This Agreement shall become effective on the initial Effective Date and the obligations of the parties hereunder shall not commence until the initial Effective Date. This Agreement may be terminated by either the Company and the Operating Partnership, acting together, or the Dealer Manager, upon 60 calendar days’ prior written notice. This Agreement shall automatically terminate upon the first to occur of any of the following events: (a) The term the later of (i) two years after the initial Effective Date of the Executive's employment hereunder shall be one Registration Statement, and (1ii) year and shall commence on February 3at the Company’s election, 2000 and shall be extended automatically, for so long as the Executive remains employed by date to which the Company hereunder, on is permitted to extend the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier Offering in accordance with the terms rules of the Commission as described in the Prospectus; (b) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (c) the termination of the effectiveness of the Registration Statement; (d) the liquidation or dissolution of the Company and (e) the date the Dealer Manager’s license or registration to act as a broker-dealer is revoked or suspended by any federal, self-regulatory or state agency and such revocation or suspension is not cured within ten (10) days from the date of such occurrence.
10.2 Upon the termination of this Agreement for any reason, the Dealer Manager shall (a) promptly forward all funds, if any, in its possession which were received from investors for the sale of Shares to the Company or such other party or account as the Company shall designate, (b) to the extent not previously provided to the Company, provide a list of all investors who have subscribed for or purchased Shares and all broker-dealers with whom the Dealer Manager has entered into a Participating Dealer Agreement, (c) notify all Participating Dealers of such termination, and (d) promptly deliver to the Company all records and documents in its possession which relate to the Offering and are not designated as dealer copies, including any sales literature designed for use specifically for the Offering that the Dealer Manager is then in the process of preparing. Upon termination of this Agreement, the Dealer Manager shall use its commercially reasonable best efforts to cooperate with the effect Company and any other party that on may be necessary to accomplish an orderly transfer to a successor entity of the first day operation and management of each month, the remaining term services the Dealer Manager is providing pursuant to this Agreement.
10.3 Upon expiration or earlier termination of this Agreement and the Executive's employment hereunder shall be one (1) yearAgreement, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior pay to the Termination Date that a dispute exists concerning Dealer Manager all compensation to which the termination, the Termination Date shall be extended until the dispute Dealer Manager is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due becomes entitled under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementat such time as such compensation becomes payable.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Moody National REIT I, Inc.), Dealer Manager Agreement (Moody National REIT I, Inc.)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) The term At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and shall commence on February 3, 2000 perform FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of FUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice;
(e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon FUND's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to FUND;
(h) At the option of FUND, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of FUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(j) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall be effective immediately upon such occurrence without notice;
(k) At the option of the LIFE COMPANY by written notice to the FUND and ADVISER with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the LIFE COMPANY reasonably believes that the FUND may fail to so qualify. Termination shall be effective upon such occurrence without notice;
(l) At the option of the LIFE COMPANY by written notice to the FUND and ADVISER with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Section 2.6. Termination shall be effective upon such occurrence without notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, FUND at its option may elect to continue to make available additional FUND shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time FUND desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if FUND so elects to make additional FUND shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in FUND, but shall redeem investments in no FUND and/or invest in FUND upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age.
(b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, FUND and set forth ADVISER, as promptly as is practicable under the facts and circumstances claimed circumstances, shall notify LIFE COMPANY whether FUND elects to provide a basis for continue to make FUND shares available after such termination. If the party receiving the Termination Notice notifies the other party prior FUND shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until remain in effect and thereafter either FUND or LIFE COMPANY may terminate the dispute is finally determinedAgreement, either by mutual as so continued pursuant to this Section 8.3, upon sixty (60) days prior written agreement of notice to the parties, by a binding arbitration awardother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute was givenshares attributable to LIFE COMPANY's assets held in the Separate Accounts), until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and LIFE COMPANY shall not be offset against or reduce any other amounts due prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under this Agreementthe Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified FUND of its intention to do so.
Appears in 2 contracts
Samples: Fund Participation Agreement (Transamerica Corporate Separate Account Sixteen), Fund Participation Agreement (WRL Series Life Corporate Account)
Term Termination. (a) The term This Agreement shall commence upon the Effective Date and shall continue through December 31 of the Executive's employment hereunder current year, and thereafter shall be one renewed according to the terms of the most recent version of this Agreement for consecutive twelve (112) year month periods upon invoicing and payment of a renewal fee.
b) A renewal shall commence on February 3not require signature of the Parties, 2000 and shall be extended automaticallydeemed to have occurred if Publisher Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"at least net 30 days payment), unless terminated earlier or if CHOR elects, in accordance with its sole discretion, to accept late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in an automatic termination, effective as of the end of the then-current term.
c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued.
d) CHOR has the right, but not the obligation, to enforce the terms of this AgreementAgreement against any of its members, to the effect that on the first day of each month, the remaining term of including Publisher Member. CHOR may terminate this Agreement and Publisher Member’s status as a member of CHOR and participation in the Executive's employment hereunder CHORUS Service, (i) upon written notice for failure to pay any fees 90-days after such fees are due; (ii) upon written notice for failure to cure a material breach of this agreement within 10 business days of notice of such breachFor the avoidance of doubt, failure to adhere to a Funding Agency-selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period after the first year, shall be one (1) yeardeemed to be a material breach. Except in the case of termination for failure to timely pay fees, but CHOR’s Board shall review and approve any decision to terminate Publisher Member’s membership in no event extend beyond CHOR and participation in the Retirement AgeCHORUS Service. As part of such review, the Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, however, shall rest solely with CHOR.
(be) Any purported termination of employment by Executive or Notwithstanding the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate foregoing, CHOR reserves the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed right to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement temporarily suspend any part of the parties, by a binding arbitration award, CHORUS Service or by a final judgment, order to temporarily or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given permanently remove links to any Article upon determination in good faith and CHOR’s sole discretion that the party giving such notice pursues the resolution continuation of such dispute aspect of the CHORUS Service (generally or with reasonable diligencerespect to a specific member) or linking to any such Article could result in legal risk to CHOR, without following the procedures outlined in Section 10(c). Notwithstanding In the pendency event of any such disputesuspension or removal, CHORUS will endeavor to provide Publisher Member with notice in a reasonable time frame prior to or following such event. Similarly, Publisher Member shall have the Company will continue right to pay Executive his full compensation in effect when require CHORUS to remove links to any Article upon determination by the notice giving rise Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementPublisher Member.
Appears in 2 contracts
Samples: Publisher Membership Agreement, Publisher Membership Agreement
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and shall commence on February 3, 2000 perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, for so long upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the Executive remains employed underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the Company hereunder, on option of TRUST if the first day of each month beginning January 3, 2001 for an additional one-month period (such periodVariable Contracts cease to qualify as annuity contracts or life insurance contracts, as it applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be extended effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from time to time, being herein referred to as the "Term"registration is available), unless terminated earlier issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty- five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(l) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age.
(b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the dispute is finally determinedTRUST, either by mutual written agreement of the parties, by a binding arbitration awardMANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.
Appears in 2 contracts
Samples: Fund Participation Agreement (Lincoln Life & Annuity Var Ann Sep Acct L Group Var Ann Iii), Fund Participation Agreement (Lincoln National Variable Annuity Acct L GRP Var Annuity I)
Term Termination. (a) The term 8.1 This Agreement shall be effective as of the Executive's employment hereunder shall be one (1) year date hereof and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless continue in force until terminated earlier in accordance with the terms provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or ADVISER by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and perform TRUST's or ADVISER's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the effect that on satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the first day option of each monthTRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the remaining term satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and ADVISER, termination shall be effective immediately upon such occurrence without notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of LIFE COMPANY, continue to make available additional TRUST shares, as provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the Executive's employment hereunder effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional purchase payments under the Existing Contracts. In the event extend beyond the Retirement Age.
(b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed pursuant to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the terminationSection 8.2 hereof, the Termination Date shall be extended until the dispute is finally determinedLIFE COMPANY, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.within ten
Appears in 2 contracts
Samples: Fund Participation Agreement (Sep Acct Va K Execannuity of Allmerica Fin Lfe Ins & Ann Co), Fund Participation Agreement (Separate Acct Va K of First Allmerica Financial Life Ins Co)
Term Termination. (a) The Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2010 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Executive's employment Independent Directors agree that (i) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company and its Subsidiaries or (ii) the compensation payable to the Advisor hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Advisor agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Advisor prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Advisor shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Advisor is unfair, the Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Advisor under this Agreement. Provided that the Advisor and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Advisor within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Advisor hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed revised compensation then agreed upon by the parties to this Agreement. The Company hereunder, on and the first day of each month beginning January 3, 2001 for Advisor agree to execute and deliver an additional one-month period (amendment to this Agreement setting forth such period, as it may be extended from time revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Advisor are unable to time, being herein referred agree to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, the revised compensation to be payable to the effect that Advisor during such 45 day period, this Agreement shall terminate, such termination to be effective on the first date which is the later of (A) ten (10) days following the end of such 45 day of each month, period and (B) the remaining term Effective Termination Date originally set forth in the Termination Notice. The Company may elect to terminate this agreement under the provisions of this Agreement and Section 13(a) prior to the Executive's employment hereunder shall be one expiration of the Initial Term if the Advisor has failed to earn Incentive Compensation for four (14) year, but shall in no event extend beyond the Retirement Ageconsecutive quarters.
(b) Any purported termination In the event that this Agreement is terminated in accordance with the provisions of employment by Executive or Section 13(a) of this Agreement, the Company shall be communicated pay to the Advisor, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the sum of (a) the average annual Base Advisory Fee and (b) the average annual Incentive Compensation earned by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth Advisor during the facts and circumstances claimed to provide a basis for 24-month period immediately preceding the date of such termination. If , calculated as of the party receiving end of the Termination Notice notifies the other party most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Date that a dispute exists concerning Fee shall survive the terminationtermination of this Agreement.
(c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Termination Date shall be extended until Advisor may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesAdvisor’s intention to decline to renew this Agreement, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under whereupon this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice.
(d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, Sections 8(f) and 11 of this Agreement shall survive termination of this Agreement.
Appears in 2 contracts
Samples: Advisory Agreement (New York Mortgage Trust Inc), Advisory Agreement (JMP Group Inc.)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and shall commence on February 3, 2000 perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, for so long upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the Executive remains employed underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the Company hereunder, on option of TRUST if the first day of each month beginning January 3, 2001 for an additional one-month period (such periodVariable Contracts cease to qualify as annuity contracts or life insurance contracts, as it applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be extended effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from time to time, being herein referred to as the "Term"registration is available), unless terminated earlier issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(l) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age.
(b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the dispute is finally determinedTRUST, either by mutual written agreement of the parties, by a binding arbitration awardMANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.
Appears in 2 contracts
Samples: Fund Participation Agreement (Lincoln National Variable Annuity Account C), Fund Participation Agreement (Lincoln National Variable Annuity Account C)
Term Termination. (a) The term of the Executive's employment hereunder shall be one this Agreement (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated ) shall commence on the date of this Agreement and shall terminate on the earlier in accordance with of (i) the date of any termination of the Asset Purchase Agreement pursuant to the terms thereof, (ii) the date of any termination of this Agreement pursuant to this Section 6.1, (iii) the date of any termination of either of the WOCT Agreements, and (iv) the Closing Date (as defined in the Asset Purchase Agreement). In addition to other remedies available at law or equity and the provisions of Section 1.2 hereof, this Agreement may be terminated as set forth below by either Licensee or Programmer by written notice to the other if the party seeking to terminate is not then in material default or breach hereof, upon the occurrence of any of the following:
(a) this Agreement is declared invalid or illegal in whole or substantial part by an order or decree of an administrative agency or court of competent jurisdiction and such order or decree has become final and no longer subject to further administrative or judicial review;
(b) the other party is in material breach of its obligations hereunder and has failed to cure such breach within thirty (30) days of notice from the non-breaching party, which notice shall specify the breach and the action necessary to cure such breach;
(c) the mutual consent of both parties
(d) there has been a material change in FCC rules, policies or precedent that would cause this Agreement to be in violation thereof and such change is in effect and not the subject of an appeal or further administrative review. Upon any termination of this Agreement, Licensee shall have no further obligation to provide to Programmer any broadcast time or broadcast transmission facilities and Programmer shall have no further obligations under Section 1.6(b) hereof or to make any payments to Licensee under Section 1.4 hereof. Programmer shall be responsible for all debts and obligations of Programmer to third parties based upon the effect that on purchase of air time and use of Licensee's transmission facilities including, without limitation, accounts payable, barter agreements and unaired advertisements, but not for Licensee's federal, state and local income and business franchise tax liabilities or taxes levied upon Licensee's personal property. In the first day event of each monthany termination, Programmer shall be entitled to retain all notes and accounts receivable and other receivables of the remaining term Station accrued as of the date of such termination (the "Termination Date") relating to advertising time sold by Programmer between the date of this Agreement and the Executive's employment hereunder Termination Date ("Programmer Receivables"), and shall be one (1) yearentitled to pursue collection thereof. Licensee shall pay over to Programmer any sums received by Licensee on account of the Programmer Receivables. Notwithstanding anything herein to the contrary, but shall in no event extend beyond to the Retirement Age.
(b) Any purported termination of employment by Executive extent that any invoice, bill or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed statement submitted to provide a basis for termination. If the party receiving Licensee after the Termination Notice notifies the other party Datx xx any payment made by Programmer prior to the Termination Date relates to expenses incurred in operating the Station, for periods both before and after the Termination Date, such expenses shall be prorated between Licensee and Programmer in accordance with the principle that a dispute exists concerning Programmer shall be responsible for expenses allocable to the termination, period prior to the Termination Date and Licensee shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise responsible for expenses allocable to the dispute was given period on and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when after the Termination Notice giving rise Date. Each party agrees to reimburse the other party for expenses paid by the other party to the dispute was given, until extent appropriate to implement the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition proration of expenses pursuant to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementthe preceding sentence.
Appears in 1 contract
Samples: Time Brokerage Agreement (American Radio Systems Corp /Ma/)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or ADVISER by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and shall commence on February 3, 2000 perform TRUST's or ADVISER's obligations and duties hereunder. Prompt notice of election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and ADVISER, termination shall be effective immediately upon such occurrence without notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST at its option may elect to continue to make available additional TRUST shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time TRUST desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if TRUST so elects to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age.
(b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, TRUST and set forth ADVISER, as promptly as is practicable under the facts and circumstances claimed circumstances, shall notify LIFE COMPANY whether TRUST elects to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until remain in effect and thereafter either TRUST or LIFE COMPANY may terminate the dispute is finally determinedAgreement, either by mutual as so continued pursuant to this Section 8.3, upon sixty (60) days' prior written agreement of notice to the parties, by a binding arbitration awardother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute was givenshares attributable to LIFE COMPANY's assets held in the Separate Accounts), until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and LIFE COMPANY shall not be offset against or reduce any other amounts due prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under this Agreementthe Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Samples: Fund Participation Agreement (Titanium Annuity Variable Account)
Term Termination. (a) The Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until June 30, 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless either of the Executive's employment following occurs: (i) at least a majority of the Independent Directors agree that (A) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company, or (B) the compensation payable to the Advisor hereunder is “unfair” and an independent arbitrator agrees that such compensation is “unfair” as set forth below; or (ii) the Company elects not to renew this Agreement at the expiration of the Initial Term or any such Renewal Term for any reason. In the event at least a majority of the independent directors agree that the compensation payable to the Advisor hereunder is “unfair,” each of the Company and the Advisor agree to submit the determination of whether such compensation is “unfair” to a single, qualified and independent arbitrator, whose appointment shall be agreed upon between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators. In the event the arbitrator determines that such compensation is “unfair,” the Company shall have the right to terminate the Agreement in the manner prescribed below. The Company shall bear all reasonable costs and expenses in connection with hiring such arbitrator. Notwithstanding the foregoing, the Company shall not have the right to terminate this Agreement under clause (B) above if the Advisor agrees to continue to provide the services under this Agreement at a fee that at least a majority of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Advisor prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Advisor shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Advisor is unfair, the Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Advisor under this Agreement. Provided that the Advisor and at least a majority of the Independent Directors agree to the terms of the revised compensation to be payable to the Advisor within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Advisor hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed revised compensation then agreed upon by the parties to this Agreement. The Company hereunder, on and the first day of each month beginning January 3, 2001 for Advisor agree to execute and deliver an additional one-month period (amendment to this Agreement setting forth such period, as it may be extended from time revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Advisor are unable to time, being herein referred agree to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, the revised compensation to be payable to the effect that Advisor during such 45 day period, this Agreement shall terminate, such termination to be effective on the first date which is the later of (A) ten (10) days following the end of such 45 day of each month, period and (B) the remaining term of this Agreement and Effective Termination Date originally set forth in the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement AgeTermination Notice.
(b) Any purported In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, in addition to the post-termination compensation obligations set forth in Section 17 of employment by Executive or this Agreement, the Company shall be communicated pay to the Advisor, on the Effective Termination Date, a termination fee (the “Termination Fee”) equal to the product of (A) one and one-half (1 1/2) and (B) the sum of (i) the average annual Base Advisory Fee earned by a the Advisor during the 24-month period immediately preceding the Effective Termination Notice. The Termination Notice shall indicate Date, calculated as of the specific termination provision in this Agreement relied upon and set forth end of the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party most recently completed fiscal quarter prior to the Effective Termination Date that a dispute exists concerning (including amounts paid under the terminationPrior Advisory Agreement if applicable), and (ii) the Annual Consulting Fee. The obligation of the Company to pay the Termination Fee (and the compensation set forth in Section 17 hereof) shall survive the termination of this Agreement.
(c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Termination Date shall be extended until Advisor may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesAdvisor’s intention to decline to renew this Agreement, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under whereupon this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice.
(d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b), 16 and 17 of this Agreement. In addition, Sections 8(f) and 11 of this Agreement shall survive termination of this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (Harvest Capital Strategies LLC)
Term Termination. (a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of the this Agreement. This Agreement shall continue indefinitely unless and until terminated as described herein. Executive's employment hereunder may be terminated at any time as provided in this Section 6. For purposes of this Section 6, "Termination Date" shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the effective date of the termination referenced in the notice.
(b) The Company may terminate Executive's employment without Cause (as defined below) upon giving 30 days' advance written notice to Executive. If Executive's employment is terminated without Cause under this Section 6(b), the Executive shall be one entitled to receive (1A) year the earned but unpaid portion of Executive's Basic Salary and shall commence on February 3pro rata portion of Executive’s bonus, 2000 if any, through the Termination Date; (B) over a period of twelve (12) months following such Termination Date (the “Severance Period”) an amount equal to the sum of his (i) Basic Salary at the time of Termination, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period.
(c) The Company may terminate Executive's employment immediately upon a determination by the Company that "Cause" exists for Executive's termination and the Company serves written notice of such termination upon Executive. As used in this Agreement, the term Cause shall refer only to any one or more of the following grounds:
(i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company;
(ii) intentional engagement in activities or conduct clearly injurious to the effect that on best interests or reputation of the first day Company which in fact result in material and substantial injury to the Company;
(iii) refusal to perform his assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities which would give the Executive Good Reason to terminate his employment as described in Section 6(e)) after receipt by Executive of each monthwritten detailed notice and reasonable opportunity to cure;
(iv) gross insubordination by Executive, which shall consist only of a wilful refusal to comply with a lawful written directive to Executive issued pursuant to a duly authorized resolution adopted by the remaining term Board of Directors (so long as the directive does not give the Executive Good Reason to terminate his employment as described in Section 6(e));
(v) the clear violation of any of the material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to time have with the Company (following 30 days' written notice from the Company specifying the violation and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.failure to cure such violation within such 30 day period);
(bvi) Any purported termination Executive's substantial dependence, as determined by the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder;
(vii) the final and un-appealable conviction of Executive of a crime which is a felony or a misdemeanour involving an act of moral turpitude, or a misdemeanour committed in connection with his employment by Executive or the Company, which causes the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementsubstantial detriment.
Appears in 1 contract
Samples: Employment Agreement (Miva, Inc.)
Term Termination. (a) The term obligations of the Executive's employment hereunder parties under this agreement shall be one commence on the Closing Date as defined in the Purchase and Sale Agreement date and, subject to the termination provisions set forth in this Agreement, shall continue until the later of (1) year the date which is 30 days after the official commencement of the operations of the NEPOOL spot markets for installed capacity, operable capacity, energy, spinning and shall commence on February 3non-spinning reserves and automatic generator control, 2000 and shall be extended automatically, for so long as the Executive remains employed signified by the Company hereunder, on the first day that resources are allowed to bid into each market on a non-trial or non-experimental basis, and 2) the Retail Access Date, but in no event will termination occur within six (6) months of each month beginning January 3the Closing Date. The Company will provide Seller on a monthly basis its most current 5 forecast of the Retail Access Date and the commencement date of the operations of the NEPOOL spot markets. Notwithstanding the foregoing, 2001 Company may terminate this Agreement at any time by providing six (6) months written notice but in no event will termination occur within six (6) months of the Closing Date. In addition, the applicable provisions of this Agreement shall remain in effect after termination hereof to the extent necessary to provide for final xxxxxxxx, billing adjustments, and payments. In the event that Company has not completed the standard offer auction by the Retail Access Date, Seller and Company shall enter into good faith negotiations for an additional oneextension of this Agreement upon written notification to Seller by Company, which notification shall occur no less than forty-month period five (such period, 45) days prior to the Retail Access Date. The extension shall be on the same terms as it this Agreement provided that the price and term may be extended from time modified. Notwithstanding the foregoing, neither Seller nor Company shall be obligated to time, being herein referred to as enter into an extension of this Agreement. In the "Term"), unless terminated earlier in accordance with event that the terms Retail Access Date has not occurred one year after the effective date of this Agreement, to Seller at its own discretion may apply for a cost of service tariff with FERC, which Company shall substitute for the rate in effect at that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Agetime if approved.
(b) Any purported termination If the MDPU or any reviewing court or governmental agency, imposes any condition, limitation or qualification under any provisions of employment by Executive law which, individually or in the aggregate, precludes Company shall be communicated by a Termination Notice. The Termination Notice shall indicate or Seller from performing this Agreement, then the specific termination provision in precluded party may, at its option, terminate this Agreement.
(c) Notwithstanding the foregoing, the obligations of the Parties under this Agreement relied are subject to and contingent upon receipt and set forth approval (in each Party's sole discretion) of an order of the facts MDPU approving this Agreement and circumstances claimed to provide a basis for termination. If an order of the party receiving the Termination Notice notifies the other party FERC accepting this Agreement.
(d) Thirty (30) days prior to the Termination Date that expected termination date of this Transition Agreement Company will have the ability to exercise a dispute exists concerning "call option" for the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement installed Capacity of the partiesFacilities. This call option will provide Company with the right to contract for this installed Capacity for up to 12 months to satisfy requirements imposed upon it resulting from it being deemed a Load Serving Entity by the ISO-NE. This call option will be for up to the full Capacity value of the Facilities, less the amount of Capacity bid by a binding arbitration award, or Seller and accepted by a final judgment, order or decree of a court of competent jurisdictionCompany to serve Company's standard offer service. The Termination Date shall amount of Capacity to be extended by a notice of dispute only if such notice is given in good faith contracted for and the party giving such notice pursues number of months for the resolution term of such dispute with reasonable diligence. Notwithstanding the pendency of any such disputepurchase will be determined by Company upon exercising the option, and the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts price paid under this subsection are in addition to all other amounts due under this Agreement and shall not the contract will be offset against or reduce any other amounts due under this Agreement$8.00 (eight dollars) per kW per month.
Appears in 1 contract
Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year two years and shall commence on February 3November 1, 1999 and on November 1, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3December 1, 2001 2000 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that after November 1, 2000 on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
Appears in 1 contract
Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless Unless terminated earlier in accordance with the terms of hereof, this Agreement, to the effect that Agreement shall commence on the first day of each month, the remaining term date of this Agreement and end on the Executive's employment hereunder Transaction Termination Date (as defined in the PESIC-PESRM ISDA Master Agreement (the “Term”); provided, however, that if, at any time during the Term, the PESIC-PESRM ISDA Master Agreement terminates for any reason, or if an Event of Default occurs with respect to Consultant under the PESIC-PESRM ISDA Master Agreement, PESIC shall be one (1) yearhave the right, but shall after giving effect to any applicable cure period in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in PESIC-PESRM ISDA Master Agreement, upon prior written notice to Consultant, to terminate this Agreement relied upon and set forth on the facts and circumstances claimed to provide a basis for terminationtermination date specified in such notice. If the party receiving the Termination Notice notifies the other party prior Prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement end of the partiesTerm, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith PESIC may terminate this Agreement and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved Consultant’s retention hereunder for Cause in accordance with the provisions of this subsectionSection 4. Amounts paid For purposes of this Section 4, “Cause” shall mean that: (i) except as provided in clauses (ii) and (iii), Consultant fails to perform any material obligation hereunder and such failure shall continue unremedied or shall not be waived for a period of thirty (30) calendar days after written notice thereof from PESIC to Consultant, (ii) Consultant fails to perform any obligation under Section 2 with respect to the Services set forth in paragraph II of Exhibit A for a period of five (5) Business Days after notice of such default is given to Consultant, (iii) Consultant fails to cause PESIC to make or take any delivery as and when required under any Transaction entered into under the MLC-PESIC ISDA Master Agreement or the PESRM-PESIC ISDA Master Agreement or fails to cause PESIC’s obligations under the Transactions entered into under the MLC-PESIC ISDA Master Agreement and the PESRM-PESIC ISDA Master Agreement to be satisfied through deliveries in accordance with the terms thereof or through the prepayment and/or netting of payment obligations through the terms reflected in the Confirmations executed on PESIC’s behalf and such failure is not remedied within five (5) days after the Consultant becomes aware or is notified of such failure, or (iv) any of the representations and warranties in Section 14 hereto or in the PESIC-PESRM ISDA Master Agreement are false or materially misleading when made by Consultant. If at any time PESIC elects, in its sole discretion, to exercise its right to terminate this subsection are in addition Agreement for Cause, PESIC shall provide written notice to all other amounts due under Consultant which designates a date (not earlier than the date of such notice) on which this Agreement and Consultant’s retention hereunder will terminate. Termination of this Agreement shall not be offset against or reduce any other amounts due affect either Party’s ability and right to enforce all continuing obligations under this Agreement, as set forth in Section 21 of this Agreement.
Appears in 1 contract
Samples: Consulting Agreement (Philadelphia Energy Solutions Inc.)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) The term At the option of LIFE COMPANY or TRUST, with respect to some or all of the Executive's employment hereunder Portfolios, at any time from the date hereof upon 60 days advance written notice to the other parties, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if Portfolio shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY; provided that such termination shall apply only to the Portfolio whose shares are not reasonably available;
(c) At the option of LIFE COMPANY, if LIFE COMPANY shall determine, in its sole judgment exercised in good faith, that either TRUST or [ADVISOR] has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement, or is subject to material adverse publicity. Prompt written notice of election to terminate shall be one furnished by LIFE COMPANY with said termination to be effective upon receipt of written notice;
(1d) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or [ADVISOR] by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY’s reasonable judgment, materially impair TRUST’s or [ADVISOR]’s ability to meet and shall commence on February 3, 2000 perform their respective obligations and duties hereunder. Prompt written notice of election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of written notice;
(e) At the option of TRUST, if TRUST shall determine, in its sole judgment exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement, or is subject to material adverse publicity. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice;
(f) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST’s reasonable judgment, materially impair LIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice;
(g) At the option of LIFE COMPANY, in the event TRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon written notice to TRUST;
(h) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts will fail to so qualify, where such failure to qualify is not attributable to any action or absence of action on the part of TRUST or [ADVISOR]. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(i) At the option of LIFE COMPANY, upon TRUST’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(j) At the option of TRUST, upon LIFE COMPANY’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(k) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY;
(l) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST;
(m) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(n) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and [ADVISOR], termination shall be effective immediately upon such occurrence without notice, unless the party whose rights were not assigned elects to continue the Agreement.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time LIFE COMPANY desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age.
(b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed [ADVISOR] whether LIFE COMPANY elects to provide a basis for continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, all applicable provisions of this Agreement shall remain in effect until such time as the party receiving LIFE COMPANY elects to discontinue the Termination Notice notifies availability of TRUST shares under the Variable Contracts.
8.4 Except as necessary to implement Variable Contract owner initiated transactions or other party prior transactions described in the prospectus or offering memorandum for the Variable Contracts, or as required by state insurance laws or regulations, or other applicable legal precedent, or as necessary to effect a substitution (including but not limited to, a substitution permitted by the SEC pursuant to Section 26(c) of the ‘40 Act), LIFE COMPANY shall not redeem the shares attributable to the Termination Date Variable Contracts (as opposed to the shares attributable to LIFE COMPANY’s assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
8.5 In the event that the Agreement is terminated pursuant to Section 8.2(b), 8.2(c), 8.2(d), 8.2(g), 8.2(i), 8.2(l), or 8.2(m) or TRUST chooses to liquidate or liquidate a dispute exists concerning Portfolio, TRUST shall reimburse LIFE COMPANY for all expenses that LIFE COMPANY reasonably incurs in connection with the termination, substitution of shares of another investment company or companies for the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement shares of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and Portfolio(s) as to which the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementhas been terminated.
Appears in 1 contract
Samples: Fund Participation Agreement (NML Variable Annuity Account A)
Term Termination. (a) The term of the Executive's employment hereunder Until this Agreement is terminated in accordance with its terms, this Agreement shall be one in effect until the date that is three (13) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such periodone-year extension term as set forth above, as it may be extended from time the Company shall deliver to time, being herein referred the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to as the "Term"), unless terminated earlier in accordance with renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a designate the date (the “Effective Termination Notice. The Termination Notice Date”), not less than 60 days from the date of the notice, on which the Manager shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed cease to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due services under this Agreement and this Agreement shall not be offset against or reduce terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any other amounts due such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.
Appears in 1 contract
Samples: Management and Advisory Agreement (New Media Investment Group Inc.)
Term Termination. (a) The term 8.1 This Agreement shall be effective as of the Executive's employment hereunder shall be one (1) year date hereof and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless continue in force until terminated earlier in accordance with the terms provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or ADVISER by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and perform TRUST's or ADVISER's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the effect that on satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the first day option of each monthTRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the remaining term satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and ADVISER, termination shall be effective immediately upon such occurrence without notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of LIFE COMPANY, continue to make available additional TRUST shares, as provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the Executive's employment hereunder effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional purchase payments under the Existing Contracts. In the event extend beyond the Retirement Age.
(b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, within ten (10) days of the date of the notice of termination, shall notify TRUST and set forth the facts and circumstances claimed ADVISER whether LIFE COMPANY elects for TRUST to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall remain in effect. In no event shall the election to continue by LIFE COMPANY be extended until effective for more than nine (9) months after the dispute is finally determined, either by mutual written agreement date of the parties, by a binding arbitration awardtermination.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute was givenshares attributable to LIFE COMPANY's assets held in the Separate Accounts), until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and LIFE COMPANY shall not be offset against or reduce any other amounts due prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under this Agreementthe Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Samples: Fund Participation Agreement (Separate Account Imo of Allmerica Fin Life Ins & Annuity Co)
Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder license granted herein shall be one for a period of five (5) years, except in the case of DOS-to-Windows Switchover which period shall begin JANUARY 21, 1999; said period shall extend for five (5) years, except in the case of DOS-to-Windows Switchover which period shall extend to the end of the immediately previous DOS agreement ending DECEMBER 6, 2000 . This Agreement and the license may be terminated by LICENSEE at any time by giving written notice of termination to LICENSOR or by LICENSOR in the event:
(1) year, but shall in no event extend beyond LICENSEE fails to make any payment required to be made to LICENSOR hereunder when the Retirement Age.same is due; or
(b2) Any purported LICENSEE fails to observe, perform or comply with any term or condition hereunder and such failure is not cured within ten (10) days after written notice of such failure; or
(3) LICENSEE files a petition in bankruptcy or insolvency, or after any adjudication that the LICENSEE is bankrupt or insolvent, or after the filing by the LICENSEE of any petition or answer seeking reorganization, readjustment or arrangement of the LICENSEE's business under any federal law relating to bankruptcy of insolvency, of after the appointment of a receiver for any of the property of the LICENSEE, or after the making by the LICENSEE of any assignment for the benefit of creditors, or after the institution of any proceedings for the liquidation of the LICENSEE's business for the termination of employment its corporate charter. Early termination of LICENSEE's license shall occur when LICENSOR deposits the notice of termination with the U.S. Mail and is effective whether or not said notice is delivered to LICENSEE. 2 The LICENSEE shall not be released from any of its pre-existing obligations under this agreement by Executive any termination of this agreement, and neither party shall have the right to rescind any acts performed or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party payments made prior to the Termination Date that a dispute exists concerning date of termination. Any failure or delay in the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement exercise of the partiesLICENSOR's right of termination for any default shall not prejudice the LICENSOR's right of termination for such or any other default. Within five (5) days' after termination by either LICENSOR or LICENSEE, by LICENSEE shall deliver to LICENSOR a binding arbitration award, written certification to the effect that the original and any copies of all or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency any portions of any Licensed Program affected by the termination have been destroyed or, if LICENSOR so requests, LICENSEE shall deliver such dispute, the Company will continue original and any copies to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementLICENSOR.
Appears in 1 contract
Term Termination. 8.1 This Agreement shall become effective as of the Effective Date and shall continue to be effective until either the Study is completed or terminated or the Agreement is terminated in accordance with this section. It is anticipated that this study should be completed by [DATE].
8.2 This Agreement may be terminated by either party for any reason upon a thirty (30) day prior written notice. Termination shall not relieve any party of its obligations accrued prior thereto. If the study is terminated purely for business reasons and CCTG wishes to complete the Study with its own resources, the parties agree to enter into negotiations at that time for the purpose of establishing a temporary supply of the study medication and to adjust the budget of the Study.
8.3 CCTG retains the right to terminate this study for good and sufficient reasons at any time. Such reasons could include risk to patient safety, unsatisfactory patient enrollment or a decision of a regulatory agency. In addition, the Study may be terminated, on written notice, in the following circumstances:
(a) The term by either party, if regulatory authorization and approval to conduct the Study is withdrawn;
(b) by either party, if any adverse reaction or side effect associated with the conduct of the Executive's employment hereunder shall be one Study is sufficient in the opinion of the terminating party, acting reasonably, to warrant termination of the Study;
(c) by either party, if the other party has breached any material obligations pursuant to this Agreement and has failed to remedy such breach within ten (10) days after notice in writing, or if the nature of the breach reasonably requires more than ten (10) days to remedy, if the party in default fails to commence to remedy the breach within ten (10) days or there after fails to diligently pursue the remedy to completion.
8.4 Following termination of this Agreement:
(1) year and Company shall commence on February 3reimburse CCTG all sums due under the Payment Schedule up to the date of termination and, 2000 and shall be extended automatically, for so long as except in the Executive remains employed case of termination by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time pursuant to time, being herein referred to as the "Term"Section 8.3(c), unless terminated earlier reimburse CCTG for any prepaid, committed or accrued expenses of CCTG incurred in accordance with the terms of this Agreement, to the effect provided that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond shall Company be responsible for expenses in excess of those set forth in the Retirement Age.Budget attached as Appendix B; and,
(b2) Any purported termination of employment unused and uncommitted funds previously paid by Executive or the Company to CCTG shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed refunded to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementCompany.
Appears in 1 contract
Samples: Clinical Trials Agreement
Term Termination. (a) The term of the Executive's employment hereunder shall be This Agreement has an initial one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, term starting on the Effective Date. After the first day of each month beginning January 3year, 2001 this Agreement renews automatically on its anniversary date for an additional one-month period successive one year terms. Either party may terminate this Agreement by giving the other party thirty (such period30) days' written notice or may terminate it immediately and without prior notice for Cause, as it defined below. Cause includes non-payment of any amount when due; a material violation of law; a breach of a material term of this Agreement; a material adverse change in Client's financial position or operations; Client's inability to pay its debts as they become due in the ordinary course of business; Client's assigning Worksite Employees to operations which contain a workers' compensation code different from that disclosed prior to executing this Agreement without TotalSource's prior consent; filing for relief under the Bankruptcy Code; seeking the appointment of a receiver or trustee; or dissolving the entity. Upon termination, TotalSource has all rights and remedies available under law, whether in law or in equity, including, but not limited to, and without further notice or demand to Client: (i) acceleration of all obligations, together with all accrued, unpaid charges, so that they are immediately due and payable and may be extended collected immediately regardless of the due date; and (ii) to set off and deduct any amount due from time any account or deposit that Client may have with TotalSource or other monies to timewhich TotalSource may be entitled from Client (including a letter of credit). Any termination shall not relieve Client of any obligation, being herein referred including but not limited to, its payment obligation to as the "Term"), unless terminated earlier in accordance with the terms TotalSource. 10 <PAGE> (10)(A) THE PARTIES' OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement, the PEO arrangement ends. If the termination is because of breach of Agreement for non-payment, TotalSource has the first right to offer continued employment to the effect that on former Worksite Employees and to reassign the first day individuals to another worksite. Under all other circumstances, Client has the right to offer continued employment to the former Worksite Employees. If Client fails to continue employment of each monthany person, TotalSource has the remaining term right to offer continued employment. Client agrees to immediately notify the former Worksite Employees in writing about the termination of this Agreement and its effect, including the Executivechange in employment status and the fact that they are no longer covered by TotalSource's employment hereunder shall be one (1) year, but shall in no event extend beyond workers' compensation policy. TotalSource will cause the Retirement Age.
(b) Any purported termination of employment by Executive or all insurance policies and/or endorsements covering Client and the Company shall be communicated by a Termination NoticeWorksite Employees (e.g., workers' compensation, health coverage, EPLI, etc.). The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning At the termination, as the Termination Date shall be extended until sole employer, Client becomes immediately responsible for payroll, workers' compensation, vacation, sick leave, employee benefits, etc., for the dispute employees. TotalSource will provide Client with the necessary information so that it may resume full employer responsibilities. TotalSource is finally determined, either by mutual written agreement not obligated to provide this information if the termination of this Agreement is because of non-payment. As a result of the partiestermination, by a binding arbitration award, or by a final judgment, order or decree TotalSource is responsible for offering COBRA coverage. Upon termination of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement, Client agrees that it is responsible for obtaining comparable replacement health care coverage for the Worksite Employees and is responsible for promptly advising TotalSource when such coverage is obtained.
Appears in 1 contract
Samples: Client Services Agreement
Term Termination. (a) The Company hereby employs Executive and Executive accepts such employment for a term of five (5) years commencing effective as of January 1, 2002 and ending January 1, 2007, unless the Executive's ’s employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless is terminated earlier in accordance with the terms of this Agreement, Agreement (such period of employment being hereafter referred to as the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age“Term”).
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
Appears in 1 contract
Term Termination. (a) The Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until July 27, 2014 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Executive's employment Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed revised compensation then agreed upon by the parties to this Agreement. The Company hereunder, on and the first day of each month beginning January 3, 2001 for Manager agree to execute and deliver an additional one-month period (amendment to this Agreement setting forth such period, as it may be extended from time revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to time, being herein referred agree to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, the revised compensation to be payable to the effect that Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the first date which is the later of (A) 10 days following the end of such 45-day of each month, period and (B) the remaining term of this Agreement and Effective Termination Date originally set forth in the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement AgeTermination Notice.
(b) Any purported termination In recognition of employment the level of the upfront effort required by Executive or the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall be communicated by pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Notice. The Termination Notice shall indicate Fee”) equal to three times the specific termination provision in this Agreement relied upon and set forth sum of the facts and circumstances claimed to provide a basis for average annual Management Fee during the 24-month period immediately preceding the date of such termination. If , calculated as of the party receiving end of the Termination Notice notifies the other party most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Date that a dispute exists concerning Fee shall survive the terminationtermination of this Agreement.
(c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Termination Date shall be extended until Manager may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesManager’s intention to decline to renew this Agreement, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under whereupon this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 13(c).
(d) If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and 16 of this Agreement. In addition, Sections 11 and 21 of this Agreement shall survive termination of this Agreement.
Appears in 1 contract
Samples: Management Agreement (Apollo Residential Mortgage, Inc.)
Term Termination. (a) The term This Agreement shall commence as of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, Effective Date set forth on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term page of this Agreement and the Executive's employment hereunder shall be continue in effect for one (1) year with automatic yearly renewals for up to 2 additional years upon written agreement each year,, but shall at which time it will automatically terminate unless specifically extended by both parties in no event extend beyond the Retirement Age.
(b) Any purported termination writing. Either party may also without prejudice to any of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in its other rights, terminate this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies at any time by giving the other party a 90 days prior notice in that respect. In case of termination of this Agreement by The Company pursuant to the provision hereof, the latter agrees and undertakes to pay in full for all Services rendered by The Consultant prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are termination date in addition to all other amounts due any financial commitments and expenses made by The Consultant within the carrying out of its duties hereunder. Any invoices during the 90 day "termination period" will be heavily scrutinized to ensure orders are of normal or historical trends. Any commission deemed beyond normal trends will not be paid. The Company agrees to pay The Consultant, upon termination pursuant to this provision, a compensation as a result of the impact of such termination on the image and credibility of The Consultant towards third parties, and of the damage incurred, loss of profit or goodwill, amounting to two months' fees, not including commissions of for each year of the execution of the services. Termination of this Agreement by any party shall not terminate the confidentiality obligations of Article 5, indemnification obligations pursuant to Article 11 or any of the general obligations or provisions pursuant to Article 12 of this Agreement. In case the obligations under this Agreement and contract become either impossible or very difficult to perform wholly or partly due to force majeure, this contract shall be automatically suspended for the length of the force majeure. Should, however, force majeure continue for a period exceeding three months then this contract will be considered as terminated without need to any notification. The parties will however endeavor to give notice to each other in this respect. Any change in i) the control or ii) the reorganization or iii) the management of both companies shall not be offset against or reduce considered a case of force majeure, and therefore both parties shall comply with their contractual obligations as provided for in this Agreement. Article 8 - Breach: Any breach of any provision of this Agreement shall entitle the non-breaching party to terminate this Agreement forthwith without the need to any other amounts due under this Agreement.notice to the breaching party and shall be compensated by the latter to the amount of $5,000. Article - 9
Appears in 1 contract
Term Termination. (a) The Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ], 2014 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Executive's employment Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed revised compensation then agreed upon by the parties to this Agreement. The Company hereunder, on and the first day of each month beginning January 3, 2001 for Manager agree to execute and deliver an additional one-month period (amendment to this Agreement setting forth such period, as it may be extended from time revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to time, being herein referred agree to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, the revised compensation to be payable to the effect that Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the first date which is the later of (A) 10 days following the end of such 45-day of each month, period and (B) the remaining term of this Agreement and Effective Termination Date originally set forth in the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement AgeTermination Notice.
(b) Any purported termination In recognition of employment the level of the upfront effort required by Executive or the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall be communicated by pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Notice. The Termination Notice shall indicate Fee”) equal to three times the specific termination provision in this Agreement relied upon and set forth sum of the facts and circumstances claimed to provide a basis for average annual Management Fee during the 24-month period immediately preceding the date of such termination. If , calculated as of the party receiving end of the Termination Notice notifies the other party most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Date that a dispute exists concerning Fee shall survive the terminationtermination of this Agreement.
(c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Termination Date shall be extended until Manager may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesManager’s intention to decline to renew this Agreement, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under whereupon this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 13(c).
(d) If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and 16 of this Agreement. In addition, Sections 11 and 21 of this Agreement shall survive termination of this Agreement.
Appears in 1 contract
Samples: Management Agreement (Apollo Residential Mortgage, Inc.)
Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3April 1, 2000 2001 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3April 1, 2001 2002 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
Appears in 1 contract
Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3January 1, 2000 2001 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 31, 2001 2002 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
Appears in 1 contract
Term Termination. (a) 5.1. The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement shall commence on the Effective Date and the Executive's employment hereunder shall continue until terminated as provided herein. The initial term of any Schedule A shall be for one (1) year, but commencing on the effective date of such Schedule A, and shall in no renew upon notice from MSCI (each, a ìNotice of Renewalî) for successive one (1) year renewal terms at MSCI’s then prevailing charges, unless earlier terminated as provided herein. In the event extend beyond this Agreement or any Schedule is terminated for any reason: (a) Licensee shall pay all amounts due and owing to MSCI hereunder or thereunder as of the Retirement Age.
effective date of such termination; and (b) Any purported except as set forth in Section 5.3(a) below, Licensee shall not be entitled to any refund or credit of fees paid or payable hereunder.
5.2. This Agreement shall terminate automatically without notice to Licensee in the event there are no Schedules A in effect hereunder.
5.3. This Agreement, any Schedule A or any individual MSCI product licensed hereunder, may be terminated as follows:
a) By MSCI at any time thirty (30) days following written notice to Licensee (or shorter if required by law, regulation, rule or a third party information provider) in which event MSCI shall credit Licensee with the pro-rata portion of the pre-paid fees for any applicable Service representing the unused portion of such fees unless otherwise provided in any other agreement with MSCI (a ìRelated Agreementî);
b) By Licensee, without cause on written notice to MSCI within thirty (30) days of receipt of a Notice of Renewal from MSCI.
c) By MSCI at any time ten (10) days following written demand to Licensee, if Licensee shall have failed to pay any amount due hereunder;
d) Subject to Section 5.3(c), by MSCI immediately upon notice to Licensee in the event of any breach by the Licensee of any of the terms of this Agreement or any Related Agreement; and
e) By Licensee on written notice to MSCI if MSCI fails to cure any breach of the terms of this Agreement or any Related Agreement within thirty (30) days after receipt of such written notice.
a) Upon termination of employment by Executive this Agreement, a Schedule A or any MSCI product for any reason. Licensee shall return to MSCI all copies of the Company terminated Service (the ìTerminated Service”) in Licensee’s possession or control.
b) Notwithstanding Section 5.4(a), if Licensee reasonably determines that it would be unduly onerous to return or destroy copies of the Terminated Service which are commingled with other data in Licensee’s data backup files, Licensee may retain such copies of the Terminated Service but Licensee may not use such copies of the Terminated Service. Nothing contained in this Section 5.4(b) shall prevent Licensee from using data-backup files containing Terminated Service to restore lost data of Licensee provided that if copies of any Terminated Service are created as a result of such use of the data-backup files, such copies of any Terminated Service shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed destroyed or returned to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by MSCI.
c) Upon mutual written agreement of the parties, by a binding arbitration awardLicensee may license Historical Data in consideration of payment of the applicable perpetual license fee set forth in the applicable Schedule A. For purposes of this Section, or by a final judgment, order or decree iHistorical Dataî shall mean the data contained within the Service licensed to Licensee under the applicable Schedule A prior to the effective date of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution termination of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.Schedule A.
Appears in 1 contract
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY’s reasonable judgment, materially impair TRUST’s ability to meet and shall commence on February 3, 2000 perform TRUST’s obligations and duties hereunder or N&B MANAGEMENT’s ability to manage any Portfolio. Prompt notice of such election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, for so long upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST’s reasonable judgment, materially impair LIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the Executive remains employed underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the Company hereunder, on option of TRUST if the first day of each month beginning January 3, 2001 for an additional one-month period (such periodVariable Contracts cease to qualify as annuity contracts or life insurance contracts, as it applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be extended effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY’s breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from time to time, being herein referred to as the "Term"registration is available), unless terminated earlier issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days’ notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age.
(b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the dispute is finally determinedTRUST, either by mutual written agreement of the parties, by a binding arbitration awardMANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY’s assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.
Appears in 1 contract
Samples: Fund Participation Agreement (Lincoln Life Flexible Premium Variable Life Account S)
Term Termination. (a) The term This Agreement shall be effective upon: (i) the adoption, execution and delivery of this Agreement by both Parties and (ii) the execution and delivery of the Executive's employment hereunder Comprehensive Agreement by the Department and the Design-Builder and the satisfaction of any conditions to the effectiveness of the Comprehensive Agreement. This Agreement shall be one expire ninety (190) year days after the date on which the Department makes final payment to the Design-Builder and shall commence on February 3, 2000 and shall be extended automaticallyall claims relating to the Project have been resolved or are barred in accordance with the Comprehensive Agreement if this Agreement is not terminated earlier in accordance with its terms.
(b) The Department may terminate this Agreement, for so long as cause, in the Executive remains employed event of a material breach by the Company hereunderCommission of this Agreement. If so terminated, on the first day of each month beginning January 3, 2001 Commission shall pay for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier all Project costs incurred in accordance with the terms of this Agreement, Agreement through the date of termination and all reasonable costs incurred by the Department pursuant to the effect terms of the Comprehensive Agreement to terminate the Comprehensive Agreement. The Virginia General Assembly's failure to appropriate funds to the Commission as described in Section 7.02 (Appropriations Requirements) of this Agreement and/or repeal or amendment of the legislation establishing the HRTF or the Commission’s powers shall not be considered material breaches of this Agreement by the Commission if such failure to appropriate or such repeal or amendment eliminates funds that on under the first day Commission’s funding plan were scheduled to be used for the Project or renders the Commission without legal authority to provide any of each monththat funding for the Project. Before initiating any proceedings to terminate under this Section 7.01 (Term; Termination), the remaining term Department shall give the Commission sixty (60) days’ written notice of any claimed material breach of this Agreement and the Executive's employment hereunder shall be one reasons for termination; thereby allowing the Commission an opportunity to investigate and a reasonable opportunity to cure (1within such 60- day period or within a reasonable time thereafter) year, but shall in no event extend beyond the Retirement Ageany such alleged breach.
(bc) Any purported termination The Commission may terminate this Agreement, for cause, resulting from the Department's material breach of employment this Agreement. If so terminated, the Department shall refund to the Commission all funds the Commission provided to the Department for the Project and, to the extent permitted by Executive or law, with interest at the Company shall be communicated by a Termination NoticeApplicable Rate. The Termination Notice shall indicate Commission will provide the specific termination provision in Department with sixty (60) days’ written notice that the Commission is exercising its rights to terminate this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis reasons for termination. If Prior to termination, if the party receiving Department has substantially completed the Termination Notice notifies Project or a portion that is severable (meaning it is subject to independent use), the other party prior Department may request that the Commission excuse the Department from refunding funds paid in respect of the substantially completed Project or portion, and the Commission may, in its sole discretion, excuse the Department from refunding all or a portion of the funds the Commission provided to the Termination Date that a dispute exists concerning Department for the substantially completed Project or portion thereof. No such request to be excused from refunding will be allowed where the Department is liable for negligence, willful misconduct, violation of law, or breach of the Comprehensive Agreement or this Agreement.
(d) Upon termination, the Termination Date Department will release or return to the Commission all unexpended Commission funds and, to the extent permitted by law, with interest at the Applicable Rate, no later than sixty (60) days after the date of termination.
(e) The following provisions shall be extended until survive the dispute is finally determined, either by mutual written agreement expiration or early termination of this Agreement: (i) Section 3.02(a) (General Obligations of the parties, by a binding arbitration award, or by a final judgment, order or decree Department); (ii) Section 3.02(c) (General Obligations of a court the Department); (iii) Section 3.02(d) (General Obligations of competent jurisdiction. The the Department); (iv) Section 3.02(e)(iii) (General Obligations of the Department); (v) Section 4.01(e) (General Obligations of the Department); (vi) Section 4.02 (Ownership and Use of the Project Following Final Completion); (vii) Section 4.10 (Books and Records); (viii) Section 4.11 (Commission Interest in Project Assets); (ix) Section 4.12(d) (Early Termination Date shall be extended by a notice of dispute only if such notice is given in good faith Comprehensive Agreement); (x) Section 5.02(e) (Payment Requisitions); (xi) Section 5.03 (Periodic Compliance Reviews); (xii) Article 6 (Dispute Resolution); and (xiii) Article 7 (Miscellaneous) (with the party giving such notice pursues the resolution exception of such dispute with reasonable diligence. Notwithstanding the pendency Section 7.08 (Engagement of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementCounsel)).
Appears in 1 contract
Samples: Project Agreement
Term Termination. (a) The term of the Executive's employment hereunder Until this Agreement is terminated in accordance with its terms, this Agreement shall be one in effect until the date that is three (13) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, as it may this Agreement shall terminate, such termination to be extended from time to time, being herein referred to as effective on the "Term"), unless date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. 577510.02-Wilmington Server 1A MSW -
(b) In the event that this Agreement is terminated earlier in accordance with the terms provisions of Section 13(a) of this Agreement, the Company shall pay to the effect that Manager, on the first day date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of each monththe Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the remaining term Company to pay the Termination Fee shall survive the termination of this Agreement.
(c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond anniversary of the Retirement AgeClosing Date next following the delivery of such notice.
(bd) Any purported If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
Appears in 1 contract
Samples: Restructuring Support Agreement (Newcastle Investment Corp)
Term Termination. (a) The Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2007 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Executive's employment Independent Directors or the holders of a majority of the outstanding Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed revised compensation then agreed upon by the parties to this Agreement. The Company hereunder, on and the first day of each month beginning January 3, 2001 for Manager agree to execute and deliver an additional one-month period (amendment to this Agreement setting forth such period, as it may be extended from time revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to time, being herein referred agree to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, the revised compensation to be payable to the effect that Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the first date which is the later of (A) ten (10) days following the end of such 45 day of each month, period and (B) the remaining term of this Agreement and Effective Termination Date originally set forth in the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement AgeTermination Notice.
(b) Any purported termination In the event that this Agreement is terminated in accordance with the provisions of employment by Executive or Section 13(a) of this Agreement, the Company shall be communicated pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of four times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth Manager during the facts and circumstances claimed to provide a basis for two 12-month periods immediately preceding the date of such termination. If , calculated as of the party receiving end of the Termination Notice notifies the other party most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Date that a dispute exists concerning Fee shall survive the terminationtermination of this Agreement.
(c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Termination Date shall be extended until Manager may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesManager’s intention to decline to renew this Agreement, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under whereupon this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice.
(d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.
Appears in 1 contract
Term Termination. (a) 2.1 The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and will be for <INSERT> years from the Executive's employment hereunder shall be one date of later execution of this Agreement (1) year“Initial Term”), but shall in no event extend beyond with the Retirement Ageoption for University to renew for up to <INSERT> additional <INSERT> year terms (each a “Renewal Term”).
(b) Any purported termination 2.2 Each Renewal Term shall commence on the day following the expiration of employment the preceding term.
2.3 The University may exercise each renewal option by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed written notice to provide a basis for termination. If the party receiving the Termination Notice notifies the other party Contractor given not less than <INSERT DETAIL> prior to the Termination Date that a dispute exists concerning last day of the termination, the Termination Date expiring term. The giving of such notice shall be extended until sufficient to make this Agreement binding for the dispute is finally determined, either renewal term without further act of the parties. The terms and conditions of this Agreement for each Renewal Term shall be identical with the Initial Term except for pricing and except that University will no longer have any option to renew this Agreement that has been exercised. Pricing for each Renewal Term shall be determined as set forth Section 5 below.
2.4 This Agreement may be terminated by mutual written agreement consent of both Parties.
2.5 University may, at its sole discretion, terminate this Contract in whole or in part upon <INSERT DETAIL> written notice to Contractor.
2.6 Either Party may terminate this Agreement in the parties, by a binding arbitration award, or by a final judgment, order or decree event that the other Party materially breaches any of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due its obligations under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party.
2.7 University may terminate this Agreement effective upon delivery of written notice to Contractor or at such later date as may be established by University under any of the following conditions: (i) federal or state laws, rules, regulations or guidelines are modified or interpreted in such a way that any Work or services to be provided by Contractor under this Agreement are no longer allowable or appropriate for purchase by University or are no longer eligible for the funding proposed for payment authorized by this Agreement; (ii) any license or certificate required by law or regulation to be held by Contractor to provide services under this Agreement is denied, revoked, or not renewed for any reason; (iii) If Contractor becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (iv) if a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they not exist, or as they may be amended, is filed by Contractor; or (v) if such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably to Contractor within ninety (90) calendar days. In the event of termination pursuant to this Section, University will pay Contractor for Work actually performed, provided to and accepted by University but University shall not be offset against or reduce any other amounts due have no further payment obligation to Contractor under this Agreement.
Appears in 1 contract
Samples: System Acquisition Agreement
Term Termination. 9.1 This Agreement shall become effective on the date on which it is accepted by Exchange at Exchange's principal place of business, and shall remain in effect unless terminated as provided in this Agreement. The grant of license for the Licensed Software shall take effect on the date on which the applicable Product Schedule is accepted by Exchange, and shall remain in effect unless terminated as provided in this Agreement.
9.2 If either party shall fail to perform or shall be in breach of any of its obligations under this Agreement, and shall have failed or been unable to remedy said failure or breach within thirty (30) days after receipt of written notice from the other party with respect to said failure or breach, such party may terminate this Agreement including the licenses granted hereunder and any maintenance obligations. Notwithstanding the foregoing, each party reserves the right to seek injunctive relief pursuant to Section 5.7.
9.3 Either party may terminate Maintenance Services effective at the end of any annual maintenance period by providing thirty (30) days written notice to the other party. If Licensee terminates Maintenance Services pursuant to Section 9.2, Exchange shall provide a pro-rata refund of prepaid maintenance fees.
9.4 Upon termination of this Agreement for any reason, all rights, obligations and licenses of the parties hereunder shall cease, except that (a) The term of if the Executive's employment hereunder Agreement is terminated by Exchange pursuant to Section 9.2, Licensee shall continue to be one (1) year obligated to pay Exchange all fees, charges or expenses that accrued prior to the termination date, including all maintenance fees and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company other charges hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement which shall become immediately due and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
payable and (b) Any purported Licensee shall have no further right to copy or use the Licensed Software and within five (5) days after any termination or expiration, each party (i) shall deliver to the other all Proprietary Material received from such party, including any copies, and (ii) shall destroy or render unusable all other such Proprietary Material and any copies, including information and data relating to the Licensed Software stored in any storage facility, which for any reason cannot be delivered to the Discloser. In addition, an authorized officer of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies required to return Proprietary Material shall certify in writing to the other party prior that all Proprietary Material required to the Termination Date be returned has been delivered to such party, destroyed or rendered unusable and that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement use of the parties, by a binding arbitration award, or by a final judgment, order or decree terminated Licensed Software and any portion of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementLicensed Software has been discontinued.
Appears in 1 contract
Term Termination. (a) The This Agreement shall remain in full force and in effect for an initial term of the Executive's employment hereunder three (3) years. This Agreement shall be automatically extended for successive one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, periods on the first day of each month beginning January 3same terms and conditions expressed herein, 2001 for an additional one-month period (such period, or as it may be extended from time to time, being herein referred to as the "Term")amended, unless terminated earlier Merchant gives written notice of termination at least sixty (60) days prior to the expiration of the initial term or any extension or renewals thereof, in accordance which case this Agreement will terminate at the end of the then-current term.
(a) This Agreement shall not become effective until the Merchant Application is approved by Servicers. Any party may terminate this Agreement or one or more services delivered under this Agreement at any time with or without cause by providing written notice to the terms other parties and such termination will become effective on the date specified by such notice. If Merchant terminates this Agreement, Servicers shall have thirty (30) days from date of receipt of the notice to close Merchant’s Account. All rights and obligations of the parties existing hereunder as of the effective time of termination shall survive the termination of this Agreement. If Merchant has applied for Card processing and is approved by Servicers, and if Merchant exercises its option to terminate this Agreement within three (3) years after such approval, then Merchant will pay to Servicers a Termination Fee as follows: all monthly fees assessed to Merchant under the effect that on Agreement and due to Servicers for the first day remainder of each month, the remaining then existing term of this Agreement and the Executive's employment hereunder Agreement, including all minimum monthly fee commitments, shall be one immediately due and payable to Servicers (1) yearthe “Termination Fee”); provided, but shall however, that in no event extend beyond shall the Retirement AgeTermination Fee be less than $295; and, provided further, that in no event shall the Termination Fee exceed the maximum amount permitted by applicable state law. Merchant hereby authorizes Servicers to deduct the Termination Fee from Merchant’s account referenced in Section 1.07, or to otherwise withhold the total amount from amounts due to Merchant from Servicers, immediately on or after the effective date of termination. For purposes of calculating the Termination Fee, Servicers reserve the right, in their discretion, to calculate such remaining fees based upon the anticipated annual volume and average transaction levels contemplated by either (i) the Merchant’s actual volume and transaction levels during the period in which it actively processed with Servicers, or (ii) published industry volume and transaction levels associated with the Merchant’s MCC, as selected in Servicers’ sole discretion. If the Merchant’s account does not contain sufficient funds for the debit or the amount cannot be withheld by Servicers from amounts due to Merchant, Merchant shall pay Servicers the amount due within ten (10) days of the date of servicers’ invoice for same. The payment of accelerated monthly fees as described here is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate Servicers for its termination expenses and all other damages under the circumstances in which such amounts would be payable.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in Servicers may terminate this Agreement relied upon and set forth the facts and circumstances claimed for any reason immediately without prior notice, including, without limitation, if (i) they have reason to provide a basis for termination. If the party receiving the Termination Notice notifies the believe that fraudulent Card transactions or other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either activities prohibited by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against are occurring at any Merchant location, (ii) such action is taken to prevent loss to Servicers or reduce Card Issuers, (iii) Merchant appears on any other amounts due under this Agreement.Card Network’s security reporting, including the Member Alert to Control High-Risk Merchants (“MATCH”), (iv) Servicers’ merchant acceptance criteria changes,
Appears in 1 contract
Samples: Merchant Processing Agreement
Term Termination. (a) The Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until June 30, 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless either of the Executive's employment following occurs: (i) at least a majority of the Independent Directors agree that (A) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company, or (B) the compensation payable to the Advisor hereunder is “unfair” and an independent arbitrator agrees that such compensation is “unfair” as set forth below; or (ii) the Company elects not to renew this Agreement at the expiration of the Initial Term or any such Renewal Term for any reason. In the event at least a majority of the independent directors agree that the compensation payable to the Advisor hereunder is “unfair,” each of the Company and the Advisor agree to submit the determination of whether such compensation is “unfair” to a single, qualified and independent arbitrator, whose appointment shall be agreed upon between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators. In the event the arbitrator determines that such compensation is “unfair,” the Company shall have the right to terminate the Agreement in the manner prescribed below. The Company shall bear all reasonable costs and expenses in connection with hiring such arbitrator. Notwithstanding the foregoing, the Company shall not have the right to terminate this Agreement under clause (B) above if the Advisor agrees to continue to provide the services under this Agreement at a fee that at least a majority of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Advisor prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Advisor shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Advisor is unfair, the Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Advisor under this Agreement. Provided that the Advisor and at least a majority of the Independent Directors agree to the terms of the revised compensation to be payable to the Advisor within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Advisor hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed revised compensation then agreed upon by the parties to this Agreement. The Company hereunder, on and the first day of each month beginning January 3, 2001 for Advisor agree to execute and deliver an additional one-month period (amendment to this Agreement setting forth such period, as it may be extended from time revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Advisor are unable to time, being herein referred agree to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, the revised compensation to be payable to the effect that Advisor during such 45 day period, this Agreement shall terminate, such termination to be effective on the first date which is the later of (A) ten (10) days following the end of such 45 day of each month, period and (B) the remaining term of this Agreement and Effective Termination Date originally set forth in the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement AgeTermination Notice.
(b) Any purported In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, in addition to the post-termination compensation obligations set forth in Section 17 of employment by Executive or this Agreement, the Company shall be communicated pay to the Advisor, on the Effective Termination Date, a termination fee (the “Termination Fee”) equal to the product of (A) one and one-half (1 ½) and (B) the sum of (i) the average annual Base Advisory Fee earned by a the Advisor during the 24-month period immediately preceding the Effective Termination Notice. The Termination Notice shall indicate Date, calculated as of the specific termination provision in this Agreement relied upon and set forth end of the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party most recently completed fiscal quarter prior to the Effective Termination Date that a dispute exists concerning (including amounts paid under the terminationPrior Advisory Agreement if applicable), and (ii) the Annual Consulting Fee. The obligation of the Company to pay the Termination Fee (and the compensation set forth in Section 17 hereof) shall survive the termination of this Agreement.
(c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Termination Date shall be extended until Advisor may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesAdvisor’s intention to decline to renew this Agreement, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under whereupon this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice.
(d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b), 16 and 17 of this Agreement. In addition, Sections 8(f) and 11 of this Agreement shall survive termination of this Agreement.
Appears in 1 contract
Term Termination. (a) The Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2007 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Executive's employment Independent Directors or the holders of at least a majority of the outstanding Common Shares agree not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed revised compensation then agreed upon by the parties to this Agreement. The Company hereunder, on and the first day of each month beginning January 3, 2001 for Manager agree to execute and deliver an additional one-month period (amendment to this Agreement setting forth such period, as it may be extended from time revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to time, being herein referred agree to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, the revised compensation to be payable to the effect that Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the first date which is the later of (A) ten (10) days following the end of such 45 day of each month, period and (B) the remaining term of this Agreement and Effective Termination Date originally set forth in the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement AgeTermination Notice.
(b) Any purported termination In the event that this Agreement is terminated in accordance with the provisions of employment by Executive or Section 13(a) of this Agreement, the Company shall be communicated pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of two times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth Manager during the facts and circumstances claimed to provide a basis for two 12-month periods immediately preceding the date of such termination. If , calculated as of the party receiving end of the Termination Notice notifies the other party most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Date that a dispute exists concerning Fee shall survive the terminationtermination of this Agreement.
(c) No later than 180 days prior to the expiration of the Initial Term or any Renewal Term, the Termination Date shall be extended until Manager may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesManager’s intention to decline to renew this Agreement, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under whereupon this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective upon expiration of the then current term.
(d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, Sections 8(i) (including the provisions of Exhibit B), 8(k) and 11 of this Agreement shall survive termination of this Agreement.
Appears in 1 contract
Samples: Management Agreement (Deerfield Triarc Capital Corp)
Term Termination. (a) The term Employment Period shall end on the fifth annual anniversary of the Start Date; provided that (i) the Employment Period shall terminate prior to such date upon Executive's employment hereunder shall death or Disability; (ii) the Employment Period may be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed terminated by the Company hereunder, on at any time prior to such date for Cause or without Cause; and (iii) the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it Employment Period may be extended from terminated by Executive at any time to time, being herein referred to as the for any reason (a "TermVoluntary Termination"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported Upon (1) a Voluntary Termination of the employment relationship by Executive other than within 10 days of a Good Reason Event, or (2) termination of Executive's employment relationship by Executive or the Company for Cause, all future compensation or bonuses to which Executive would otherwise be entitled and all future benefits for which Executive would otherwise be eligible shall be communicated cease and terminate as of the date of such termination; provided, however, that any salary, bonus, incentive payment, deferred compensation or other compensation or benefit which has been earned by a Termination Notice. The Termination Notice shall indicate or accrued for the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party benefit of Executive prior to the Termination Date that a dispute exists concerning the termination, the Termination Date date of termination shall not be forfeited and shall be extended until paid to Executive promptly.
(c) Upon a termination of Executive's employment other than (i) a termination by the dispute is finally determinedCompany for Cause, either by mutual written agreement (ii) a Voluntary Termination of the parties, employment relationship by Executive other than within 10 days of a binding arbitration awardGood Reason Event, or by a final judgment(iii) on the fifth anniversary of the Start Date, order or decree of a court of competent jurisdiction. The Termination Date Executive shall be extended by entitled (so long as he executes a notice form of dispute only the release attached hereto as Exhibit A), in consideration of Executive's continuing obligations hereunder after such termination (including, without limitation, Executive's non-competition obligations), to receive his Base Salary, payable bi-weekly, and fringe benefits, as if such notice is given in good faith and Executive's employment (which shall cease on the party giving such notice pursues the resolution date of such dispute termination) had continued for the twelve (12) months following termination; provided, that Executive shall be required to use his reasonable best efforts to obtain, as expeditiously as possible, employment with reasonable diligencea salary comparable to the Base Salary. In such event, Executive's right to receive the amounts and benefits set forth in this Section 8(c) shall terminate. Notwithstanding the pendency of any such disputeforegoing, the Company will continue to pay if Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved obtains employment in accordance with this subsection. Amounts Section 8(c) and the salary to be paid under this subsection are in addition to all other amounts due under this Agreement and Executive is less than the Base Salary, the Company shall not be offset against or reduce any other amounts due under this Agreementpay to Executive an amount equal to such deficiency, payable bi-weekly, for the remainder of the severance period.
Appears in 1 contract
Samples: Management Agreement (Romacorp Inc)
Term Termination. (aA) The term (“Term”) of the Executive's employment hereunder Agreement shall commence on the Start Date and shall continue through the third anniversary of the Start Date; provided, however, that the Company may terminate the Agreement (the “Benchmark Termination”) at any time after the second anniversary of the Start Date if those certain Benchmarks, as defined in Section G of Exhibit B attached hereto, have not been fully achieved by the Company as of the second anniversary of the Start Date. Following the Benchmark Termination, the Company shall be relieved of its obligations to compensate Executive under this Agreement and Executive shall not be entitled to receive any other compensation, payments, benefits or severance amounts from the Company under this Agreement, notwithstanding the below additional terms of this Section 5. Unless sooner terminated, the Term shall automatically renew for additional one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as periods unless the Company or the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, provides written notice to the effect that on other party of its intention to terminate the first day Agreement no less than 60-days prior to the expiration of each monththe then current Term. Executive may terminate the Agreement for Good Reason (as defined below) at any time upon 60 days’ written notice to Company, provided the remaining term Good Reason has not been cured within such period of this time (if reasonably capable of being cured). The Company may terminate its employment of Executive under the Agreement and the for Cause (as defined below) at any time by written notice to Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(bB) Any purported termination As used in the Agreement, the term “Good Reason” shall mean any reduction in his then-current Salary; Company’s failure to pay or provide required Salary; the relocation of Executive’s principal office location to an area outside of a twenty (20) mile radius of Melville, New York; any material reduction or diminution in Executive’s authorities, duties, or responsibilities with the Company; a material reduction of Executive’s employment by benefits; material acts or conduct on the part of the Company or its officers and representatives that are designed to force the resignation of Executive or prevent Executive from performing his duties and responsibilities pursuant to this Agreement; the voluntary or involuntary dissolution of Company; the filing of a petition in bankruptcy by Company shall be communicated by a Termination Notice. The Termination Notice shall indicate or upon an assignment for the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement benefit of creditors of the parties, assets of Company; or a material breach of the provisions of the Agreement by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementCompany.
Appears in 1 contract
Term Termination. (a) The Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2008 (the “Initial Team”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Executive's employment Independent Directors or the holders of a majority of the outstanding Common Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed revised compensation then agreed upon by the parties to this Agreement. The Company hereunder, on and the first day of each month beginning January 3, 2001 for Manager agree to execute and deliver an additional one-month period (amendment to this Agreement setting forth such period, as it may be extended from time revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to time, being herein referred agree to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, the revised compensation to be payable to the effect that Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the first date which is the later of (A) ten (10) days following the end of such 45 day of each month, period and (B) the remaining term of this Agreement and Effective Termination Date originally set forth in the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement AgeTermination Notice.
(b) Any purported termination In the event that this Agreement is terminated in accordance with the provisions of employment by Executive or Section 13(a) of this Agreement, the Company shall be communicated pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to equal to four times the sum of (a) the average annual Base Management Fee and (b) the average annual Incentive Compensation earned by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth Manager during the facts and circumstances claimed to provide a basis for 24-month period immediately preceding the date of such termination. If , calculated as of the party receiving end of the Termination Notice notifies the other party most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Date that a dispute exists concerning Fee shall survive the terminationtermination of this Agreement.
(c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term of Renewal Term, the Termination Date shall be extended until Manager may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesManager’s intention to decline to renew this Agreement, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under whereupon this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice.
(d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, Section 8(f) and 11 of this Agreement shall survive termination of this Agreement.
Appears in 1 contract
Samples: Management Agreement (Cypress Sharpridge Investments, Inc.)
Term Termination. (a) The term of the Executive's ’s employment hereunder shall be one (1) year and shall commence on February 3, 2000 the date hereof and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 that begins after the date of this Agreement for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "“Term"”), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's ’s employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Mid America Apartment Communities Inc)
Term Termination. A. Unless terminated sooner as hereinafter provided, the initial term of employment of Executive under this Agreement shall be for a period of three (a3) years from the Effective Date hereof (the "Initial Term"). The term of the Executive's employment hereunder of Executive shall be continue thereafter for an additional one (1) year period commencing on the third anniversary of the Effective Date, unless either party has notified the other no later than three (3) months prior to that third anniversary that he or it does not wish to continue the term of Executive under this Agreement or unless Executive's employment is terminated sooner as hereinafter provided. Thereafter, Executive's term of employment under this Agreement shall continue for additional one (1) year periods, unless either party has notified the other no later than three (3) months prior to the end of any of those additional one (1) year periods that he or it does not wish to continue Executive's term of employment under this Agreement or unless Executive's term of employment is terminated sooner as hereinafter provided.
B. The Corporation may terminate the employment of Executive hereunder (i) for Cause (as defined below) at any time and shall commence without prior notice or (ii) for any other reason on February 3two (2) weeks notice in writing to Executive.
1. If the Corporation terminates Executive's employment for Cause or pursuant to Article IV.D. hereof, 2000 then the Corporation shall, within fifteen (15) days after the termination date, pay Executive all accrued and shall be extended automaticallyunpaid Salary and benefits (including accrued but unused vacation time) through the termination date.
2. If the Corporation terminates Executive's employment other than for Cause or pursuant to Article IV.D. hereof, for so long as the Executive remains employed by the Company then in lieu of any other payments otherwise required hereunder, on the first day of each month beginning January 3Corporation shall, 2001 for an additional one-month period (such periodsubject to Executive's compliance with Article V hereof, pay Executive, as it may be extended from liquidated damages and not as a penalty, (a) within fifteen (15) days after the termination date, all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date and (b) the lesser of (i) an amount equal to his Salary payments at the time to timeof the termination, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms Corporation's then payment policy, and benefits provided for herein during the six-month period following the termination date, and (ii) the entire amount of the Salary remaining due and payable from the date of such termination to the scheduled expiration of this Agreement; provided, however, that if such termination occurs prior to the first anniversary of the Effective Date, then in addition to the items referred to in subsections (a) and (b) above, Executive shall be entitled to continue to receive, in accordance with the Corporation's then payment policy, an amount equal to his Salary payments and, to the effect that on the first day of each monthextent Executive is not otherwise employed, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was givenhealth benefits, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementfirst anniversary of the Effective Date.
Appears in 1 contract
Samples: Employment Agreement (Global Pharmaceutical Corp \De\)
Term Termination. (a) A. The term of this license shall begin on the Executive's employment hereunder effective date of this Agreement and continue perpetually unless this Agreement is terminated as provided herein or as permitted by law.
B. If Licensee has paid XXXX all of the fees specified in Section 4A, Licensee may terminate this Agreement at any time by giving at least ninety (90) days written notice of such termination to XXXX. Such a notice shall be one accompanied by a statement of the reasons for the termination.
C. If Licensee at any time defaults in the timely payment of any monies due to XXXX or commits any breach of any other covenant herein contained, and Licensee fails to remedy any such breach or default within ninety (190) year days after written notice thereof by XXXX, or if Licensee commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not dismissed within sixty (60) days, or offers any component of the Materials to its creditors, XXXX may, at its option, terminate this Agreement and shall commence on February 3, 2000 and shall be extended automatically, for so long as any license granted hereunder by giving notice of termination to Licensee.
D. Upon the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms termination of this Agreement, Licensee shall cease any use of the Materials for any purpose, at which time all of the Materials and “Derivative Materials” shall be entirely destroyed, unless provision for their preservation is expressly made by written agreement with XXXX. Derivative Materials as used herein shall mean any other materials or products that are derived from, are produced by use of, or that wholly or partially incorporate the Materials.
E. Upon the termination of this Agreement, Licensee shall remain obligated to provide an accounting for and to pay royalties earned up to the effect that on date of the first day termination and any minimum royalties shall be prorated as of each monththe date of termination by the number of days elapsed in the applicable calendar year.
F. Waiver by either party of a single breach or default, the remaining term or a succession of breaches or defaults, shall not deprive such party of any right to terminate this Agreement and in the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against subsequent breach or reduce any other amounts due under this Agreementdefault.
Appears in 1 contract
Samples: Biomaterials License Agreement
Term Termination. (a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and ending on the first anniversary of the Executive's employment hereunder shall be one (1) year and shall commence on February 3date of this Agreement. Thereafter, 2000 and this Agreement shall be extended automatically, automatically for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional onetwelve-month period (such period, as it may be extended from time to time, being herein referred to as the "Term")periods, unless terminated earlier as described herein. Executive’s employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, “Termination Date” shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the effective date of the termination referenced in the notice.
(b) The Company may terminate Executive’s employment without Cause (as defined below) upon giving 30 days’ advance written notice to Executive. If Executive’s employment is terminated without Cause under this Section 6(b), the Executive shall be entitled to receive (A) the earned but unpaid portion of Executive’s Basic Salary and pro rata portion of Executive’s bonus, if any, through the Termination Date; (B) over a period of twelve (12) months following the Termination Date (the “Severance Period”) an amount equal to the sum of his (i) Basic Salary at the time of the Termination Date, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period.
(c) The Company may terminate Executive’s employment upon a determination by the Company that “Cause” exists for Executive’s termination and the Company serves written notice of such termination upon Executive. As used in this Agreement, the term Cause shall refer only to any one or more of the following grounds:
(i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company;
(ii) intentional engagement in activities or conduct clearly injurious to the effect that on best interests or reputation of the first day Company which in fact result in material and substantial injury to the Company;
(iii) refusal to perform his assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities which would give the Executive Good Reason to terminate his employment as described in Section 6(e)) after receipt by Executive of each monthwritten detailed notice and reasonable opportunity to cure;
(iv) gross insubordination by Executive, which shall consist only of a willful refusal to comply with a lawful written directive to Executive issued pursuant to a duly authorized resolution adopted by the remaining term Board of Directors (so long as the directive does not give the Executive Good Reason to terminate his employment as described in Section 6(e));
(v) the clear violation of any of the material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to time have with the Company (following 30 days’ written notice from the Company specifying the violation and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.’s failure to cure such violation within such 30 day period);
(bvi) Any purported termination Executive’s substantial dependence, as determined by the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder;
(vii) the final and unappealable conviction of Executive of a crime which is a felony or a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with his employment by Executive or the Company, which causes the Company shall be communicated a substantial detriment; and
(viii) Executive fails to have established a permanent residence in Florida by a Termination NoticeAugust 1, 2004. The Termination Notice shall indicate In the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree event of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such disputetermination under this Section 6(c), the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when earned but unpaid portion of Executive’s Basic Salary through the Termination Notice giving rise Date. If any determination of substantial dependence under Section 6(c)(vi) is disputed by the Executive, the parties hereto agree to abide by the dispute was given, until decision of a panel of three physicians appointed in the dispute is finally resolved manner as specified in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under Section 6(d) of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Miva, Inc.)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and shall commence on February 3, 2000 perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without notice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUST's or NB MANAGEMENT's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY;
(j) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time LIFE COMPANY desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age.
(b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed NB MANAGEMENT whether LIFE COMPANY elects to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardremain in effect.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY's assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.
Appears in 1 contract
Samples: Fund Participation Agreement (Annuity Investors Variable Account C)
Term Termination. (a) The term of this Agreement will begin on the Executive's employment hereunder shall be one (1) year later of the Resignation Date or the Effective Date and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, will end on the first day anniversary thereof (the “Consulting Period End Date”) Resignation Date or upon earlier termination of each month beginning January 3the Agreement as provided below (the “Term”). The Company may terminate this Agreement for any reason effective 30 days, 2001 for an additional one-month period (such periodor as otherwise mutually agreed, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms after delivery of this Agreement, a written notice of termination to the effect that on the first day of each month, the remaining term of Consultant. The Consultant may terminate this Agreement and for any reason effective 30 days, or as otherwise mutually agreed, after delivery of a written notice of termination to the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement AgeCompany.
(b) Any purported Upon the termination of employment by Executive or this Agreement for any reason, the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate remain obligated to pay the specific Consultant any Consulting Fee earned through the date of termination provision in this Agreement relied upon and any unpaid business expenses that are reimbursable as set forth in Section 2(a); provided, that the facts Company will only be obligated to reimburse the Consultant for an unpaid business expense to the extent evidence of the expense is submitted to the Company within thirty (30) days of termination of this Agreement.
(c) If (i) the Company materially breaches this Agreement, which material breach has not been cured (or cannot be cured) within thirty (30) days after the Consultant gives written notice to the Company regarding such material breach (a “Material Breach”) and circumstances claimed (ii) following expiration of such cure period and prior to provide the Consulting Period End Date, the Consultant terminates this Agreement, then the Company shall pay to the Consultant any then-unpaid portion of the Consulting Fee in a basis for lump sum within thirty (30) days following the date of such termination, and the New Option (as defined on Exhibit A to this Agreement) shall vest in full immediately. If the party receiving the Termination Notice notifies the other party Consultant terminates this Agreement prior to the Termination Consulting Period End Date that other than after a dispute exists concerning the terminationMaterial Breach, except as set forth in Section 5(b), the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement Consultant will forfeit any then-unpaid portion of the partiesConsulting Fee and any then-unvested portion of the New Option.
(d) If the Company terminates this Agreement for any reason other than for Cause (as defined below) prior to the Consulting Period End Date, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, then (x) the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given Consultant 60% of any then-unearned portion of the Consulting Fee, payable in a lump sum within thirty (30) days following the date of termination and Executive shall continue as a participant (y) the New Option will immediately vest in all Award Plans and Benefit Plans in which Executive participated when full. If the Termination Notice giving rise Company terminates this Agreement for Cause prior to the dispute was givenConsulting Period End Date, until except as set forth in Section 5(b), the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.Consultant will forfeit any
Appears in 1 contract
Samples: Transition and Consulting Agreement (Selecta Biosciences Inc)
Term Termination. (a) A. The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one for five (15) yearyears, but shall in no event extend beyond commencing on the Retirement Age.
Effective Date and expiring on the day before the fifth (b5th) Any purported termination anniversary of employment by Executive or the Company shall be communicated by a Termination NoticeEffective Date (the “Initial Term”). The Termination Notice shall indicate Following the specific termination provision in Initial Term, this Agreement relied may be renewed for three (3) successive five (5) year periods (each a “Renewal Term”), upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the partiesParties.
B. Either Party may terminate this Agreement, in whole or in part, for any reason whatsoever, including convenienceIn the case of termination by the Grantor, the Grantor shall give a binding arbitration awardminimum of 1 year advance written notice; provided, however, that if this Agreement provides Grantor the right to terminate this Agreement with less notice under particular circumstances, then the applicable, shorter notice period shall apply to termination in such circumstance. The Grantee shall provide Grantor ninety (90) days’ prior written notice of termination.
C. Grantor shall have the authority at any time to order and require Franchisee to remove and xxxxx any Equipment that is in violation of Laws, including Grantor’s Rights-of-Way regulations, or by a final judgment, order the terms and conditions of this Agreement or decree of a court of competent jurisdictionthe permit applicable to such Equipment. The Termination Date shall be extended by a In the event that Franchisee fails to remove or otherwise bring such Equipment into compliance within thirty (30) days after receiving written notice of dispute only if the violation from Grantor, Grantor shall have the right to remove the same at Franchisee’s expense, without compensation or liability for damages to Franchisee.
D. In addition to and without limiting the foregoing, Grantor may terminate this Agreement as to Equipment installed at a particular location at any time to the extent required due to emergency circumstances or circumstances posing a threat to health or safety. Such termination shall not, however, terminate this Agreement as to Equipment installed at locations that are not affected by such notice circumstances.
E. If, after the termination of this Agreement, there is given any debris or material of any nature left in good faith or on the Property by Franchisee, Grantor may remove this debris or material from the site and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue Franchisee agrees to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementreimburse Grantor for its expense.
Appears in 1 contract
Samples: Franchise Agreement
Term Termination. (a) The term 8.1 This Agreement shall be effective as of the Executive's employment hereunder shall be one (1) year date hereof and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless continue in force until terminated earlier in accordance with the terms provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and perform FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of FUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice;
(e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(f) At the option of FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon FUND's breach of any material provision of this Agreement, which breach has not been cured to the effect that on satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to FUND;
(h) At the first day option of each monthFUND, the remaining term upon LIFE COMPANY's breach of any material provision of this Agreement and Agreement, which breach has not been cured to the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.satisfaction of FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(bi) Any purported termination At the option of employment by Executive FUND, if the Variable Contracts are not registered, issued or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved sold in accordance with this subsectionapplicable federal and/or state law. Amounts paid under this subsection are in addition to all other amounts due under Termination shall be effective immediately upon receipt of notice by LIFE COMPANY;
(j) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall not be offset against effective immediately upon receipt of notice; (k) At the option of LIFE COMPANY with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or reduce under any other amounts due under this Agreementsuccessor or similar provision, or if LIFE COMPANY reasonably believes that the FUND may fail to so qualify. Termination shall be effective immediately upon receipt of notice;
(l) At the option of LIFE COMPANY with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Article 2.
Appears in 1 contract
Samples: Fund Participation Agreement (Fulcrum Separate Account of First Allmerica Fin Life Ins Co)
Term Termination. (a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall be extended automatically for additional twelve-month periods, unless terminated as described herein. Executive's employment hereunder may be terminated at any time as provided in this Section 6. For purposes of this Section 6, "Termination Date" shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the effective date of the termination referenced in the notice.
(b) The Company may terminate Executive's employment without Cause (as defined below) upon giving 30 days' advance written notice to Executive. If Executive's employment is terminated without Cause under this Section 6(b), the Executive shall be one entitled to receive (1A) year the earned but unpaid portion of Executive's Basic Salary and shall commence on February 3pro rata portion of Executive’s bonus, 2000 if any, through the Termination Date; (B) over a period of twelve (12) months following such Termination Date (the “Severance Period”) an amount equal to the sum of his (i) Basic Salary at the time of Termination, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period.
(c) The Company may terminate Executive's employment upon a determination by the Company that "Cause" exists for Executive's termination and the Company serves written notice of such termination upon Executive. As used in this Agreement, the term Cause shall refer only to any one or more of the following grounds:
(i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company;
(ii) intentional engagement in activities or conduct clearly injurious to the effect that on best interests or reputation of the first day Company which in fact result in material and substantial injury to the Company;
(iii) refusal to perform his assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities which would give the Executive Good Reason to terminate his employment as described in Section 6(e)) after receipt by Executive of each monthwritten detailed notice and reasonable opportunity to cure;
(iv) gross insubordination by Executive, which shall consist only of a willful refusal to comply with a lawful written directive to Executive issued pursuant to a duly authorized resolution adopted by the remaining term Board of Directors (so long as the directive does not give the Executive Good Reason to terminate his employment as described in Section 6(e));
(v) the clear violation of any of the material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to time have with the Company (following 30 days' written notice from the Company specifying the violation and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.failure to cure such violation within such 30 day period);
(bvi) Any purported termination Executive's substantial dependence, as determined by the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder; or
(vii) the final and unappealable conviction of Executive of a crime which is a felony or a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with his employment by Executive or the Company, which causes the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementsubstantial detriment.
Appears in 1 contract
Samples: Employment Agreement (Miva, Inc.)
Term Termination. A. Unless terminated sooner as hereinafter provided, the initial term of employment of Executive under this Agreement shall be for a period of three (a3) years from the Effective Date hereof (the "Initial Term"). The term of the Executive's employment hereunder of Executive shall be continue thereafter for an additional one (1) year period commencing on the third anniversary of the Effective Date, unless either party has notified the other no later than three (3) months prior to that third anniversary that he or it does not wish to continue the term of employment of Executive under this Agreement or unless Executive's employment is terminated sooner as hereinafter provided. Thereafter, Executive's term of employment under this Agreement shall continue for additional one (1) year periods, unless either party has notified the other no later than three (3) months prior to the end of any of those additional one (1) year periods that he or it does not wish to continue Executive's term of employment under this Agreement or unless Executive's term of employment is terminated sooner as hereinafter provided.
B. The Corporation may terminate the employment of Executive hereunder (i) for Cause (as defined below) at any time and shall commence without prior notice or (ii) for any other reason on February 3two (2) weeks notice in writing to Executive.
1. If the Corporation terminates Executive's employment for Cause or pursuant to Article IV.D. hereof, 2000 then the Corporation shall, within fifteen (15) days after the termination date, pay Executive all accrued and shall be extended automaticallyunpaid Salary and benefits (including accrued but unused vacation time) through the termination date.
2. If the Corporation terminates Executive's employment other than for Cause or pursuant to Article IV.D. hereof, for so long as the Executive remains employed by the Company then in lieu of any other payments otherwise recurred hereunder, on the first day of each month beginning January 3Corporation shall, 2001 for an additional one-month period (such periodsubject to Executive's compliance with Article V hereof, pay Executive, as it may be extended from liquidated damages and not as a penalty, (a) within fifteen (15) days after the termination date, all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date and (b) the lesser of (i) an amount equal to his Salary payments at the time to time, being herein referred to as of the "Term"), unless terminated earlier termination in accordance with the terms Corporation's then payment policy, and benefits provided for herein during the six-month period following the termination date, and (ii) the entire amount of the Salary remaining due and payable from the date of such termination to the scheduled expiration of this Agreement; provided however, that if such termination occurs prior to the first anniversary of the Effective Date, then in addition to the items referred to in subsections (a) and (b) above, Executive shall be entitled to continue to receive, in accordance with the Corporation's then payment policy, an amount equal to his Salary payments and, to the effect that on the first day of each monthextent Executive is not otherwise employed, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was givenhealth benefits, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementfirst anniversary of the Effective Date.
Appears in 1 contract
Samples: Employment Agreement (Global Pharmaceutical Corp \De\)
Term Termination. (a) The term 8.1 This Agreement shall be effective as of the Executive's employment hereunder shall be one (1) year date hereof and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless continue in force until terminated earlier in accordance with the terms provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and perform FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of FUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice;
(e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(f) At the option of FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon FUND's breach of any material provision of this Agreement, which breach has not been cured to the effect that on satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to FUND;
(h) At the first day option of each monthFUND, the remaining term upon LIFE COMPANY's breach of any material provision of this Agreement and Agreement, which breach has not been cured to the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.satisfaction of FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(bi) Any purported termination At the option of employment by Executive FUND, if the Variable Contracts are not registered, issued or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved sold in accordance with this subsectionapplicable federal and/or state law. Amounts paid under this subsection are in addition to all other amounts due under Termination shall be effective immediately upon receipt of notice by LIFE COMPANY;
(j) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall not be offset against effective immediately upon receipt of notice;
(k) At the option of LIFE COMPANY with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or reduce under any other amounts due under this Agreementsuccessor or similar provision, or if LIFE COMPANY reasonably believes that the FUND may fail to so qualify. Termination shall be effective immediately upon receipt of notice;
(l) At the option of LIFE COMPANY with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Article 2.
Appears in 1 contract
Samples: Fund Participation Agreement (Fulcrum Separate Account Allmerica Fin Life Ins & Annuity Co)
Term Termination. A. Unless terminated sooner as hereinafter provided, the initial term of employment at Executive under this Agreement shall be for a period of three (a3) years from the Effective Date hereof (the "Initial Term"). The term of employment of Executive shall continue thereafter for an additional one year period commencing on the third anniversary of the Effective Date, unless either party has notified the other no later than three (3) months prior to that third anniversary that he or it does not wish to continue the term of employment of Executive under this Agreement or unless Executive's employment hereunder is terminated sooner as hereinafter provided. Thereafter, Executive's term of employment under this Agreement shall be continue for additional one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as unless either party has notified the "Term"), unless terminated earlier in accordance with the terms of this Agreement, other no later than three (3) months prior to the effect that on the first day end of each month, the remaining term any of this Agreement and the Executive's employment hereunder shall be those additional one (1) year, but shall in no event extend beyond the Retirement Ageyear periods that he or it does not wish to continue Executive's term of employment under this Agreement or unless Executive's term of employment is terminated sooner as hereinafter provided.
B. The Corporation may terminate the employment of Executive hereunder (i) for Cause at any time and without prior notice or (ii) for any other reason on two (2) weeks notice in writing to Executive.
1. If the Corporation terminates Executive's employment for Cause (as defined below) or pursuant to Section 4I.D hereof then the Corporation shall, within fifteen (15) days after the termination date, pay Executive all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date.
2. If the Corporation terminates Executive's employment other than for Cause, then in lieu of any other payments otherwise required hereunder, the Corporation shall, subject to the Executive's compliance with Article V hereof, pay Executive, as liquidated damages and not as a penalty, (a) within 15 days after the termination date, all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date and (b) Any purported continued Salary and benefits during the six-month period following the termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdate.
Appears in 1 contract
Samples: Employment Agreement (Global Pharmaceutical Corp \De\)
