TERMINATION 86 Sample Clauses

TERMINATION 86. Section 9.1 Termination 86 Section 9.2 Effect of Termination 87 Article X. MISCELLANEOUS 89 Section 10.1 Amendment and Modification; Waiver 89 Section 10.2 Non-Survival of Representations and Warranties 89 Section 10.3 Expenses 89 Section 10.4 Notices 90 Section 10.5 Certain Definitions 92 Section 10.6 Terms Defined Elsewhere 109 Section 10.7 Interpretation 113 Section 10.8 Counterparts 114 Section 10.9 Entire Agreement; Third-Party Beneficiaries 114 Section 10.10 Severability 115 Section 10.11 Governing Law; Jurisdiction 115 Section 10.12 Waiver of Jury Trial 116 Section 10.13 Assignment 116 Section 10.14 Enforcement; Remedies 116 BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (hereinafter referred to as this “Agreement”), dated March 9, 2020, is by and between Aon plc, a company incorporated under the laws of England and Wales, with registered company number 07876075 (“Aon UK”) and Xxxxxx Xxxxxx Xxxxxx Public Limited Company, an Irish public limited company (“WTW”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 10.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Aon UK and WTW are referred to collectively herein as the “Parties”, and Aon UK, on the one hand, and WTW, on the other hand, are each sometimes referred to herein as a “Party”.
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TERMINATION 86. 8.1 Termination 86 8.2 Notice of Termination; Effect of Termination 88 8.3 Effect of Termination 88 9.1 Expenses 88 9.2 Break Fee 88 9.3 Payments 89 10.1 Survival of Representations and Warranties and Covenants and Agreements 89 10.2 Indemnification 90 10.3 Matters Involving Third Parties 90 10.4 Direct Claims 92 10.5 Adverse Consequences 92 10.6 No Other Indemnification Provisions 92 10.7 Limitation on Indemnification; Mitigation 93 10.8 Offset 93 10.9 Reserved. 93 10.10 Materiality 93 ARTICLE 11. MISCELLANEOUS 93 11.1 Stockholder Representative 93 11.2 Notices 96 11.3 Counterparts; Facsimile and Electronic Signatures 98
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TERMINATION 86. Section 7.1 Termination 86 Section 7.2 Effect of Termination 87
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Related to TERMINATION 86

  • Expiration/Termination The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). The Company may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty (60) days’ prior written notice to the Company. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor the Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by the Company, unless the Company specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to the Company all Work Product made through expiration or termination; (c) the Company will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to the Company all Company Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3 (last sentence), 4, 5, 6, 7, 8, 9, and 10 and the EU Data Privacy Exhibit will survive expiration or termination of this Agreement.

  • Voluntary Termination; Termination for Cause If Executive’s employment with the Company terminates voluntarily by Executive or for “Cause” by the Company, then (i) all vesting of the Option will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (ii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies as then in effect.

  • Action Upon Termination (a) From and after the effective date of termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the Manager shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing to the date of termination and, if terminated pursuant to Section 13 or Section 15(b), the applicable Termination Fee. Upon such termination, the Manager shall forthwith:

  • Termination for Cause" shall mean

  • Termination by You You may cancel your acceptance of this Contract by delivering notice to XOOM by way of mail, fax, e-mail or by personal delivery, in the following circumstances:

  • Termination by Manager Manager shall have the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to Owner. Manager shall also have the right to terminate this Agreement upon thirty (30) days written notice to Owner for non-payment of fees and expenses due Manager under the terms of this Agreement

  • Termination by Resignation Subject to Section 3.2, below, Executive’s employment and the Company’s obligations under this Agreement shall terminate automatically, effective immediately upon Executive’s provision of written notice to the Company of Executive’s resignation from employment with the Company or at such other time as may be mutually agreed between the Parties following the provision of such notice.

  • Resignation upon Termination Effective as of any Date of Termination under this Section 7 or otherwise as of the date of Executive's termination of employment with the Company, Executive shall resign, in writing, from all Board memberships and other positions then held by him with the Company and its Affiliates.

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