Termination by the Bank Without Sample Clauses

Termination by the Bank Without. “Cause”. The Bank, upon written notice to Executive, shall have the right to terminate the Employment Period at any time, for any reason or for no reason. In the event of such termination by the Bank (including termination following delivery of a notice of non-renewal by the Bank under Section 2 without “Cause” (unless the Bank terminates for “Cause” thereafter), but excluding a termination by the Bank for “Cause” under Section 8(E)), Executive shall be entitled to all of the same compensation and benefits specified in Section 8(B)(ii) within the same time periods and on the same terms and conditions as specified therein, provided that Executive shall not be entitled to the compensation specified in Section 8(B)(ii)(b) or the continuation of Benefits specified in Section 8(B)(ii)(d) and Section 8(B(ii)(e) (other than as required by COBRA) if Executive’s employment is terminated in connection with the liquidation, dissolution, insolvency or cessation of operations of the Bank; provided further, that in the event of a non-renewal of the Employment Period by the Bank under Section 2 without “Cause,” the Severance Period shall be reduced by the number of whole and partial months elapsed from the delivery date of such non-renewal notice and the effective date of such termination.
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Termination by the Bank Without. Cause The Executive’s employment with the Bank may be terminated without Cause by the Board of Directors at any time upon notice to the Executive, provided, however, that the Bank shall have the obligation upon any such termination to make the payments to the Executive provided for under Section 9 of this Agreement.
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Termination by the Bank Without. Cause Within Two Years After a Change in Control 14 (f) Termination by Executive for Good Reason Within Two Years After a Change in Control 17 (g) Other Terms Relating to Certain Terminations of Employment 19 8. Definitions Relating to Termination Events 19 (a) "Cause" 19
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Termination by the Bank Without. Cause, by the Bank as a Result of a Notice of Non-Renewal that Satisfies the Terms of this Section or by the Executive for Good Reason. In the event the Executive’s employment is terminated (i) by notice of non-renewal from the Bank pursuant to Section 4.1 while the Executive is willing and able to continue employment on substantially the same terms, (ii) by the Bank without Cause pursuant to Section 4.5, or (iii) by the Executive for Good Reason pursuant to Section 4.4, the Bank shall pay to the Executive compensation through the last calendar day of the Executive’s actual employment by the Bank and benefits otherwise payable to the Executive under Section 3 in accordance with their terms. Provided that the Executive delivers to the Bank an executed severance agreement and release of claims in a form provided by the Bank (the “Release”) and it becomes effective, the Bank shall provide the Executive with the following severance benefits in addition to those payable under the Bank's applicable bonus and benefit programs in effect at the time of termination and in accordance with their terms: (a) The Bank shall provide the Executive with severance pay equivalent to twelve (12) months of the Executive’s Base Salary, less applicable taxes and withholdings, to be paid in installments in accordance with the Bank’s regular payroll practices; (b) A pro-rata portion of the Executive’s annual bonus, including under the Variable Pay Plan and Long Term Incentive Plan, if applicable, for the year in which the Executive’s termination occurs, based on actual performance for such year and payable at the time that annual bonuses, if any, are paid to other senior executives but in no event later than March 15 following the year in which termination occurred; and (c) Provided that the Executive timely elects and remains eligible for group health insurance continuation coverage provided by the Bank (referred to by the Bank and in this Agreement as “COBRA”), the Bank shall continue to pay its share of the COBRA premiums under the group health and dental insurance coverage at the rates of similarly-situated employees who receive the same type of coverage, for a period of twelve (12) months beginning the month following the Executive's termination date. Any such payments and related coverage shall be discontinued in the event that the Executive ceases to be eligible for such COBRA coverage during such twelve (12) month period or if such payments are prohibited by applicable non-...
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Related to Termination by the Bank Without

  • Termination by the HSP (a) The HSP may terminate this Agreement at any time, for any reason, upon giving 6 months’ Notice (or such shorter period as may be agreed by the HSP and the Funder) to the Funder provided that the Notice is accompanied by: satisfactory evidence that the HSP has taken all necessary actions to authorize the termination of this Agreement; and a Transition Plan, acceptable to the Funder, that indicates how the needs of the HSP’s clients will be met following the termination and how the transition of the clients to new service providers will be effected within the six-month Notice period. (b) In the event that the HSP fails to provide an acceptable Transition Plan, the Funder may reduce Funding payable to the HSP prior to termination of this Agreement to compensate the Funder for transition costs.

  • Termination by the Bank for Cause After the occurrence of any of the conditions specified in Section 7.1, the Bank shall have the right to terminate the Term for Cause on written notice to Executive, effective immediately.

  • Termination by the Company This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by the Company: (a) in order to enter into an Acquisition Agreement pursuant to and in accordance with Section 5.3(c), so long as concurrently with such termination the Company pays the Expense Reimbursement under Section 7.6(b)(i); (b) if Parent or Merger Sub breaches any of their respective representations or warranties, or fails to perform any of their respective covenants or agreements contained in this Agreement, and which breach or failure (i) would, individually or when aggregated with any such other breaches of failures, result in a Parent Material Adverse Effect and (ii) by its nature cannot be cured or has not been cured by Parent or Merger Sub, as applicable, by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after Xxxxxx’s receipt of written notice of such breach from the Company, but only so long as the Company is not then in material breach of its representations or warranties or materially failing to perform its covenants or agreements contained in this Agreement in a manner that would allow Parent to terminate this Agreement under Section 7.3(b); or (c) upon prior written notice to Parent, if Xxxxxx Sub fails to commence the Offer in accordance with the terms of this Agreement hereof on or prior to the fifteenth (15th) Business Day following the date hereof or if Merger Sub fails to consummate the Offer when required to do so in accordance with the terms of this Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 7.4(c) shall not be available to the Company if the Company is in breach of any representation, warranty, covenant or agreement set forth in this Agreement that has been the proximate cause of, or resulted in, Merger Sub’s failure to commence or consummate the Offer in accordance with the terms of this Agreement.

  • Termination by the State The State or commissioner of Administration may cancel this Professional and Technical Services Master Contract and any Work Authorizations at any time, with or without cause, upon 30 days’ written notice to the Contractor. Upon termination, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed.

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Termination by the Employer The Employer may terminate the Employment Period (i) immediately upon the delivery of a Notice of Termination (as defined in Section 4.01(d) of this Agreement) by the Employer to the Executive setting forth the facts that indicate that a determination has been made that the Executive has a Disability in accordance with Section 4.02 of this Agreement; (ii) immediately upon delivery of a Notice of Termination by the Employer to the Executive setting forth the facts that indicate that an event constituting Cause (as defined in Section 4.03 of this Agreement) has occurred, or on such later date as may be set forth in such Notice of Termination; or (iii) at any time without Cause effective as of the 30th day following the delivery of a Notice of Termination by the Employer to the Executive, or on such later date as may be set forth in such Notice of Termination.

  • Termination by the Company with Cause The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

  • Termination by the Company Without Cause The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.

  • Termination by the Funder The Funder may terminate this Agreement by providing ten (10) calendar days written notice to the Claimholder after the occurrence of any of the following events. The notice shall reasonably describe the alleged breach which is the basis of such termination and clearly state the Funder’s intent to terminate this Agreement if the alleged breach is not cured within ten (10) calendar days of the Claimholder’s receipt of the notice. (a) Any representation or warranty given by the Claimholder was untrue in any material respect as of the Initial Effective Date or the Restated Effective Date of this Agreement; (b) Any breach by the Claimholder of a material provision of this Agreement that has a material adverse effect on the value of the Subject Claim or the Proceeds; (c) An event, circumstance or condition has occurred or been discovered after the Initial Effective Date of the Agreement which would reasonably be expected to render it unlikely that the Claimholder Proceeds will be sufficient to pay the amounts corresponding to Sections 7.4(a) and Section 7.4(b) of this Agreement, as applicable, including the occurrence of any event or development with respect to the Subject Claim that has resulted or could reasonably be expected to result in the dismissal, discontinuation or denial of any material portion of the Subject Claim; or (d) Claimholder becomes insolvent and is subject to Insolvency Proceedings.

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