Common use of Termination by Corporation Clause in Contracts

Termination by Corporation. During the Initial Period, the Corporation may terminate this Agreement at any time for Good Cause (as defined below). A termination shall be for “Good Cause” if the Contractor, in the subjective good faith opinion of the Corporation, (i) commits an act of fraud, moral turpitude, misappropriation of funds or embezzlement; (ii) materially breaches this Agreement or the Corporation’s written Code of Ethics as adopted by the Board of Directors; (iii) commits a willful, reckless or grossly negligent violation of any applicable state or federal law or regulation; (iv) fails to or refuses (whether willful, reckless or negligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Corporation first provides Contractor with written notice to cure, such notice to cure shall reasonably specify the acts or omissions that constitute Contractor’s failure or refusal to perform Contractor’s duties, and Contractor shall have reasonable opportunity (not to exceed 10 days after the date of notice to cure) to correct Contractor’s failure or refusal to perform Contractor’s duties, and the termination shall be effective as of the date of written notice to cure; or (iv) commits any other act that materially impairs the ability of the Corporation to conduct its business. In the event that the Corporation terminates this Agreement for “Good Cause”, the Corporation shall have no further obligations hereunder after the effective date of said termination and the Corporation may thereafter seek to recover any damages or other legal remedies it would have against the Contractor. Subsequent to the Initial Period, the Corporation may terminate this Agreement at any time for any reason by giving written notice to Contractor.

Termination by Corporation. During the Initial Period, the (a) Corporation may terminate this Agreement at any time Executive’s employment hereunder for Good Cause (as defined below)reasonable cause. A termination The term “reasonable cause” shall be for “Good Cause” if limited to the Contractorfollowing: (i) (A) Executive’s commission of any act involving the misuse or misappropriation of money or other property of Corporation or a felony or habitual use of drugs or intoxicants; or (B) Executive’s willful engagement in other gross conduct (similar in nature to the circumstances described in the foregoing clause (A)) which is materially and demonstrably injurious to Corporation. (ii) Executive’s (A) death or (B) disability (by reason of physical or mental disease, defect, accident or illness) such that Executive is or, in the subjective good faith opinion of an independent physician retained by Corporation for purposes of making this determination will be, unable for an aggregate of one hundred eighty (180) or more days during any continuous 12-month period to render the Corporation, services required of him hereunder (i) commits an act of fraud, moral turpitude, misappropriation of funds or embezzlementin which event Executive shall be deemed permanently disabled); (ii) materially breaches this Agreement or the Corporation’s written Code of Ethics as adopted by the Board of Directors; or (iii) commits a willful, reckless or grossly negligent Executive’s violation of any applicable state material term or federal law or regulation; provision of this Agreement including, without limitation, Paragraph 9 hereof, provided such violation is not remedied within thirty (iv30) fails to or refuses (whether willful, reckless or negligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Corporation first provides Contractor with written notice to cure, such notice to cure shall reasonably specify the acts or omissions that constitute Contractor’s failure or refusal to perform Contractor’s duties, and Contractor shall have reasonable opportunity (not to exceed 10 days after notice thereof to Executive. Termination of Executive’s employment for reasonable cause shall terminate the date of notice Employment Term but shall not affect Executive’s obligation pursuant to cureParagraph 9 hereof, which obligation shall remain in effect for the period therein provided. (b) to correct Contractor’s failure or refusal to perform Contractor’s duties, and the termination shall be effective as of the date of written notice to cure; or (iv) commits any other act that materially impairs the ability of the Corporation to conduct its business. In the event that the Corporation terminates this Agreement for “Good Cause”, the Corporation shall have no further obligations hereunder after the effective date of said termination and the Corporation may thereafter seek to recover any damages or other legal remedies it would have against the Contractor. Subsequent to the Initial Period, the Corporation may terminate this Agreement at any time Executive’s employment hereunder for any reason at any time. Termination of Executive’s employment by giving written notice Corporation for any reason (including, without limitation, the non-renewal by the Corporation of the Employment Term upon the expiration thereof) other than reasonable cause shall terminate the Employment Term but shall not affect Corporation’s obligation pursuant to ContractorParagraph 8 hereof or Executive’s obligation pursuant to Paragraph 9 hereof.

Termination by Corporation. During the Initial Period, the The Corporation may terminate this Agreement at any time for Good Cause (as defined below). A termination shall be for “Good Cause” if the Contractor, in the subjective good faith opinion of the Corporation, (i) commits an act of fraud, moral turpitude, misappropriation of funds or embezzlement; (ii) materially breaches this Agreement or the Corporation’s written Code of Ethics as adopted by the Board of Directors; (iii) commits a willful, reckless or grossly negligent violation of any applicable state or federal law or regulation; (iv) fails to or refuses (whether willful, reckless or negligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Corporation first provides Contractor with written notice to cure, such notice to cure shall reasonably specify the acts or omissions that constitute Contractor’s failure or refusal to perform Contractor’s duties, and Contractor shall have reasonable opportunity (not to exceed 10 days after the date of notice to cure) to correct Contractor’s failure or refusal to perform Contractor’s duties, and the termination shall be effective as of the date of written notice to cure; or (iv) commits any other act that materially impairs the ability of the Corporation to conduct its business. In the event that the Corporation terminates this Agreement for “Good Cause”, the Corporation shall have no further obligations hereunder after the effective date of said termination and the Corporation may thereafter seek to recover any damages or other legal remedies it would have against the Contractor. Subsequent to the Initial Period, the Corporation may terminate this Agreement at any time for any reason by giving written notice to Contractor.

Termination by Corporation. During the Initial PeriodTerm, the Corporation may terminate this Agreement at any time for Good Cause (as defined below). A termination shall be for “Good Cause” if the Contractor, in the subjective good faith opinion of the Corporation, (i) commits an act of fraud, moral turpitude, misappropriation of funds or embezzlement; (ii) materially breaches this Agreement or the Corporation’s written Code of Ethics as adopted by the Board of Directors; (iii) commits a willful, reckless or grossly negligent violation of any applicable state or federal law or regulation; (iv) fails to or refuses (whether willful, reckless or negligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Corporation first provides Contractor with written notice to cure, such notice to cure shall reasonably specify the acts or omissions that constitute Contractor’s failure or refusal to perform Contractor’s duties, and Contractor shall have reasonable opportunity (not to exceed 10 days after the date of notice to cure) to correct Contractor’s failure or refusal to perform Contractor’s duties, and the termination shall be effective as of the date of written notice to cure; or (iv) commits any other act that materially impairs the ability of the Corporation to conduct its business. In the event that the Corporation terminates this Agreement for “Good Cause”, the Corporation shall have no further obligations hereunder after the effective date of said termination and the Corporation may thereafter seek to recover any damages or other legal remedies it would have against the Contractor. Subsequent to the Initial Period, the Corporation may terminate this Agreement at any time for any reason by giving written notice to Contractor.

Termination by Corporation. During 7.2.1 In the Initial Periodevent the Manager or Brink is in breach of the non-competition provisions referred to in Article 6 hereof, and following written notice from the Corporation of such breach the Manager or Brink, as the case may be, fails to remedy such breach, or fails to take active steps satisfactory to the Corporation (as determined in its discretion) to cure such breach, within fifteen (15) business days of delivery of such notice, the Corporation shall be entitled, in its sole discretion, to forthwith terminate this Agreement without further notice or payment in lieu of notice, and the Corporation shall thereafter have no further obligation to the Manager hereunder for any fee, bonus, incentive or benefit, except to pay any amount due and unpaid hereunder as of the date of such termination. - 7.2.2 If the Manager or Brink refuses or fails to execute any reasonable, lawful direction relating to the business and affairs of the Corporation as requested or demanded by the Board of Directors of the Corporation, or the person to whom the Manager reports, or otherwise wilfully and continuously fails to substantially perform his duties according to the terms of his employment, and fails to remedy such refusal or failure, or fails to take active steps satisfactory to the Corporation (acting reasonably) to execute such directions within fifteen (15) business days of delivery of notice to remedy such refusal or failure, the Corporation shall be entitled, in its sole discretion, to forthwith terminate this Agreement without further notice or payment in lieu of notice, and the Corporation shall thereafter have no further obligation to Manager hereunder for any fee, bonus, benefit or incentive, except to pay any amount due and unpaid hereunder as of the date of such termination. 7.2.3 If the Corporation fails to meet its approved revenue budget for any six (6) month period or if the Corporation exceeds its approved expense budget by a material amount, the Corporation shall be entitled, in its sole discretion, to terminate this Agreement upon thirty (30) days written notice, and the Corporation shall thereafter have no further obligation to the Manager hereunder for any fee, bonus, incentive or benefit, except to pay any amount due and unpaid hereunder as of the date of such termination. 7.2.4 The Corporation shall be entitled, in its sole discretion, to forthwith terminate this, without notice or payment in lieu of notice, if either of the Manager or Brink: 7.2.4.1 is convicted of any criminal offence which would have a material adverse impact on the ability of the Manager or Brink to perform its/his duties hereunder or on the business of the Corporation; 7.2.4.2 is grossly negligent or acts in a manner constituting material misconduct (as determined by the Board of Directors, acting reasonably) or engages in self-dealing conduct in the performance of its duties hereunder, or engages in any criminal or dishonest act resulting or intended to result directly or indirectly in personal gain of the Manager or Brink at the expense of the Corporation or its shareholders; or 7.2.4.3 wilfully engages in any act that is materially injurious to the Corporation or is shareholders, monetarily or otherwise; and in any such case, the Corporation shall thereafter have no further obligation to the Manager hereunder for any fee, bonus, incentive or benefit, except to pay any amount due and unpaid hereunder as of the date of such termination. 7.2.5 The Corporation may terminate this Agreement at any time and for Good Cause any reason upon giving ninety (as defined below). A 90) days prior written notice of termination to the Manager, in which case the Manager shall be for “Good Cause” if the Contractorentitled to receive, in the subjective good faith opinion of the Corporation, (i) commits an act of fraud, moral turpitude, misappropriation of funds or embezzlement; (ii) materially breaches this Agreement or the Corporation’s written Code of Ethics as adopted by the Board of Directors; (iii) commits a willful, reckless or grossly negligent violation of any applicable state or federal law or regulation; (iv) fails addition to or refuses (whether willful, reckless or negligent) its Base Fee up to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Corporation first provides Contractor with written notice to cure, such notice to cure shall reasonably specify the acts or omissions that constitute Contractor’s failure or refusal to perform Contractor’s duties, and Contractor shall have reasonable opportunity (not to exceed 10 days after the date of notice termination of employment, its share of any bonus or performance fee calculated on a pro rata basis to cure) to correct Contractor’s failure or refusal to perform Contractor’s duties, and the termination shall be effective as of the date of written notice to cure; or (iv) commits any other act that materially impairs the ability of the Corporation to conduct its business. In the event that the Corporation terminates this Agreement for “Good Cause”, the Corporation shall have no further obligations hereunder after the effective date of said termination and the Corporation may thereafter seek to recover any damages or other legal remedies it would have against the Contractor. Subsequent to the Initial Period, the Corporation may terminate this Agreement at any time for any reason by giving written notice to Contractortermination.