Termination Agreements. Executed termination agreements for any and all management contracts then in existence with respect to the Real Property.
Termination Agreements. Note: The California Supreme Court held in Xxxxx X. v. Muroc Joint Unified School District that, under specified circumstances, school authorities could be held liable for physical harm to a student molested by a former employee when they recommended the employee to another district. In light of this decision, districts should carefully consider any clause in a termination agreement that limits the district's ability to provide such information to prospective employers. In general, districts should not enter into termination agreements without legal advice. If a termination settlement agreement has been made with an employee, the Superintendent or designee shall inform prospective employers, upon request for an employment reference, that an agreement exists and that he/she may only provide information as provided for in the agreement. (cf. 1340 - Access to District Records) (cf. 4112.6/4212.6/4312.6 - Personnel Files) (cf. 4112.61/4212.61/4312.61 - Employment References)
Termination Agreements. Executed termination agreements or other evidence reasonably satisfactory to the Buyer that any service contract disapproved by the Buyer in accordance with the terms of this Agreement has been duly and validly terminated effective on or before the Closing Date.
Termination Agreements. The parties thereto shall have entered into agreements reasonably satisfactory to the parties thereto to terminate the following agreements:
(i) the Management Agreement effective as of the Effective Time (which shall contain a mutual release by the parties thereto);
(ii) the Shareholders Agreement effective as of the Effective Time (which shall contain a mutual release by the parties thereto); and
(iii) the Cross-License Agreement among Parent (f/k/a Creator Capital Inc., a Yukon Territory corporation), IEL and HIEC dated December 30, 1994 effective as of the effective time of the Parent Amalgamation.
Termination Agreements. Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxxx, respectively, the Company’s Chief Executive Officer and Chief Financial Officer, have each entered into a termination agreement (“Termination Agreement”) with the Company, pursuant to which they are entitled to, and each will receive, the payments and benefits described in their respective Termination Agreements and disclosed in summary form in Section 4.18(g) of the Disclosure Schedule. Each of the Termination Agreements was approved by the Company’s Compensation Committee. The benefits provided for in the Termination Agreements are properly payable at the time provided therein to Mr. Xxxxxxx and Xx. Xxxxxxxx in accordance with and pursuant to their respective employment agreements. Table of Contents
Termination Agreements. (a) Parent and Purchaser acknowledge that they are aware of the fact that Mr. Xxxxxxx and Xx. Xxxxxxxx entered into the Termination Agreements with the Company. Parent acknowledges that following the Purchase Time it and its Subsidiaries (including the Company following the Purchase Time) will not have positions available for Mr. Xxxxxxx and Xx. Xxxxxxxx comparable to their respective current positions with the Company. Parent and Purchaser acknowledge and agree that, given the positions available, following the Purchase Time, Mr. Xxxxxxx and Xx. Xxxxxxxx will have Good Reason (as defined in each such executive’s employment agreement) to terminate their employment with the Company and that Parent and Purchaser cannot or will not correct or cure such Good Reason event. Parent and Purchaser further acknowledge and confirm their understanding and agree that the Company will pay (if applicable, with funds advanced to the Company by or on behalf of Parent pursuant to Section 7.14(b)) at the Purchase Time in accordance with the respective Termination Agreements the amounts provided for therein to be so paid at such time, subject to any adjustments set forth therein, and will report, for federal income tax purposes, such payments consistent with the characterization thereof in the Termination Agreements. The Company shall not amend or terminate either Termination Agreement or waive any provisions therein without the prior written consent of Parent.
(b) If the Company reasonably determines within ten (10) Business Days prior to the Purchase Time that it will require funds in addition to its cash on hand to pay at the Purchase Time the amounts payable under the Termination Agreements, and such requirement is not primarily caused by a breach by the Company of its covenants in Section 6.1, then if requested in writing by the Company no later than five (5) Business Days prior to the Purchase Time (the “Company Financing Request”), at the Purchase Time Parent shall lend, or cause to be lent, to the Company (pursuant to a promissory note which shall mature on the first anniversary of the date of execution and delivery thereof and may be prepaid without premium or penalty) the cash amount specified in the Table of Contents Company Financing Request not exceeding $15,000,000 (the amount so specified not exceeding $15,000,000, the “Company Financing Amount”) for the sole purpose of paying amounts required to be paid at the Purchase Time pursuant to the Termination Agreemen...
Termination Agreements. The Termination Agreements shall be in full force and effect, and no provision thereof shall have been amended, modified or waived.
Termination Agreements. Each of the Tenants agrees that it will at Closing enter into a Pre-Acquisition Lease Termination Agreement and Estoppel Certificate in the form attached hereto as Exhibit 1(b).
Termination Agreements. If a termination settlement agreement has been made with an employee, the Superintendent or designee shall inform prospective employers, upon request for an employment reference, that an agreement exists and that he/she may only provide information as provided for in the agreement. Cash settlements made upon the termination of a contract shall never exceed an amount equal to the employee's monthly salary multiplied by the number of months, up to 18, in the unexpired term of the contract. This amount is a maximum ceiling, not to be construed as a target amount for settlement agreements. (Government Code 53260) Settlement agreements shall not include noncash items other than health benefits, which the district may offer to continue for the unexpired term up to 18 months or until the employee finds other employment, whichever comes first. (Government Code 53261) Copies of settlement agreements with a superintendent, deputy superintendent, assistant superintendent, associate superintendent or other similar chief administrative officer or chief executive officer shall be made available to the public upon request. (Government Code 53262) Legal Reference: CIVIL CODE
Termination Agreements. Termination Agreements" shall mean the agreements in the form attached as Exhibit 1.106 to terminate the contracts specified as being terminated on Schedule 6.01(m).
