Termination by ADP Sample Clauses

Termination by ADP. This Agreement may be terminated and ------------------ cancelled at any time prior to the Closing by ADP: (i) if (A) any of the representations or warranties of RDG or the Shareholders contained in this Agreement or the RDG Schedules shall prove to be inaccurate in any material respect, or any obligation or condition to be performed or observed by RDG or any Shareholder under this Agreement has not been performed or observed in any material respect at or prior to the time specified in this Agreement, and (B) such inaccuracy or failure shall not have been cured within 15 business days after receipt by RDG of written notice of such occurrence from ADP; (ii) if any permanent injunction or other order of a court or other competent authority preventing consummation of the Asset Purchase or any other transaction contemplated by this Agreement shall have become final and non-appealable; (iii) in the event a Material Adverse Effect shall have occurred; (iv) if within 15 business days after ADP's receipt of the Interim Statements, ADP shall notify RDG that ADP does not approve the Interim Statements; or (v) if the Closing has not occurred on or before the Outside Closing Date. Notwithstanding the foregoing, the termination of this Agreement shall not terminate the Confidentiality Agreement dated June 19, 1997 between ADP and RDG.
Sample 1See All (4)
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Termination by ADP. 46 (S)6.2 Amendment..................................................... 46 (S)6.3 Extension; Waiver............................................. 46 ARTICLE VII INDEMNIFICATION............................................. 46 (S)7.1 Survival of Representations, Warranties and Agreements................................................ 46 (S)7.2 Indemnification............................................... 47 (S)7.3 Limitations on Indemnification................................ 48 (S)7.4 Procedure for Indemnification with Respect to Third Party Claims......................................... 49 (S)7.5 Procedure For Indemnification with Respect to Non-Third Party Claims..................................... 50 (S)7.6 Right of Setoff............................................... 50 (S)7.7 Liability Limitation.......................................... 51 (S)7.8 Indemnification of the Companies and the Shareholders.................................................. 51 ARTICLE VIII MISCELLANEOUS............................................... 51 (S)8.1 Power of Attorney............................................. 51 (S)8.2 Notices....................................................... 52 (S)8.3 Non-Waiver.................................................... 53 (S)8.4 Genders and Numbers........................................... 53 (S)8.5 Headings...................................................... 53 (S)8.6 Counterparts.................................................. 54 (S)8.7 Entire Agreement.............................................. 54 (S)8.8 No Third Party Beneficiaries.................................. 54 (S)8.9 Governing Law................................................. 54 (S)8.10 Successors; Assignment........................................ 54 (S)8.11 Remedies...................................................... 54 (S)8.12 Expenses...................................................... 54 (S)8.13 Announcements................................................. 54 (S)8.14 Severability.................................................. 55
Sample 1
Termination by ADP. In addition to any termination rights in other Annexes, if (i) Client fails to pay any amount due under this Agreement within 30 days after the due date, (ii) Client fails to perform any other material obligation and that failure continues for 60 days after Client receives written notice from ADP specifying in reasonable detail the nature of that failure, or (iii) a Termination Event occurs with respect to Client, ADP may terminate this Agreement by further written notice to Client. At ADP’s option, ADP may, in the event of delinquent payment pursuant to clause (i), suspend the affected Services upon five (5) Business Day’s prior written notice to Client, and ADP shall have no liability to Client for such suspended Services.
Sample 1
Termination by ADP. 40 (S)6.2 Amendment......................................... 40 (S)6.3 Extension; Waiver................................. 40
Sample 1

Related to Termination by ADP

  • Termination by Agreement both parties may agree to terminate this Agreement;

  • 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 Owner The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to:

  • Termination by Bank If the Bank, or its successor in interest by merger, or its transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or Cause) (1) terminates Executive's employment within one year following a Change in Control (as defined below), or (2) terminates Executive's employment before the Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six months after the termination, the Bank will provide Executive with the payment and benefits described in Section 9(d)(3) below.

  • Termination by Death If the Executive dies during the Employment Term, the Executive’s employment will terminate and the Executive’s beneficiary or if none, the Executive’s estate, shall be entitled to receive from the Company, the Executive’s accrued, but unpaid, Base Salary through the date of termination of employment and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.

  • Termination by Any Party This Advisory Agreement may be terminated upon 60 days’ written notice without cause or penalty, by any party (by a majority of the Independent Directors of the Company or the manager of the Advisor).

  • Termination by Xxxxxx Xilinx may terminate this Agreement for material breach by Licensee, provided that Xilinx has given written notice to Licensee of such breach and Licensee fails to cure such breach within thirty (30) days thereof; provided, however, in the event of a breach of confidentiality under Section 7 whereby unauthorized disclosure and/or dissemination by electronic or other means is likely to cause undue harm to Xilinx, then Xilinx may, at its discretion, immediately terminate this Agreement and seek other appropriate equitable and legal remedies as deemed necessary to protect its interests hereunder.

  • Termination by Seller This Agreement may be terminated at any time prior to the Closing by Seller, by written notice to Buyer:

  • Termination by the Company without Cause or Resignation by Executive for Good Reason (Other Than Change in Control). The Company shall have the right to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Agreement to expire at the end of the Term without attempting to renegotiate its terms, the expiration of this Agreement shall be a termination without Cause for purposes of the Executive’s eligibility for the benefits described in this Section 5.4. In the event Executive is terminated by the Company without Cause, but not in the event of a termination due to Death or Disability under Section 5.1, or Executive resigns for Good Reason (other than in connection with a Change in Control (as defined below)), and upon compliance with Section 5.5 below, Executive shall be eligible to receive the following “Severance Benefits:” (i) continuation of Executive’s base salary, then in effect, for a period of twelve (12) months following the Termination Date, paid on the same basis and at the same time as previously paid; and (ii) the Company shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a termination without Cause or resignation for Good Reason; provided, however, that (a) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause or resignation for Good Reason and (b) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting of any unvested stock options and/or other equity securities shall cease on the date of termination. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard to any alternate definition thereunder) (a “Separation from Service”) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled.

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

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