Termination by the Companies. The Executive’s duties and responsibilities under this Agreement may be terminated by the Companies for good Cause, subject to the provisions of this Section 9(a), upon at least sixty (60) calendar days’ (“Notice Period”) written notice (“Notice”) to the Executive of their intent to terminate Executive’s employment. The Notice shall specify the particulars of such Cause and shall afford the Executive an opportunity to discuss the particulars of such Cause with the Board of Directors of FCI and to cure such Cause to the reasonable satisfaction of the Board of Directors of FCI during the Notice Period. If such Cause shall not be cured accordingly, Executive’s employment shall terminate upon expiration of the Notice Period and no compensation shall be due him beyond the date of such termination (other than pursuant to pension or other plans which by their terms provide payments beyond the date of termination in such circumstances). For purposes of this Agreement “Cause” means: (i) the conviction of Executive by a court of competent jurisdiction of, or entry of a plea of nolo contendere with respect to, a felony or any other crime, which other crime involves fraud, dishonesty or moral turpitude which interferes with the performance of Executive’s duties, responsibilities or obligations under this Agreement; (ii) fraud or embezzlement related to either of the Companies on the part of Executive; (iii) Executive’s chronic abuse of or dependency on alcohol or drugs (illicit or otherwise) which materially interferes with the performance of Executive’s duties, responsibilities or obligations under this Agreement; (iv) the material breach by Executive of Sections 15, 16 or 17 hereof, except as permitted pursuant to Section 11 hereof; (v) any act of moral turpitude or willful misconduct by Executive which (A) results in personal enrichment of Executive at the expense of the Companies, or (B) may have a material adverse impact on the Business or reputation of the Companies; (vi) gross and willful neglect of material duties and responsibilities of the Executive pursuant hereto, or an intentional violation of a material term of this Agreement; (vii) any material violation of any statutory or common law fiduciary duty of Executive to FCI or FGI; or (viii) failure by Executive to comply with a material Company policy, as reasonably determined by the Board of Directors of FCI.
Termination by the Companies. This Agreement may be terminated by the Companies following the occurrence of any of the following events (each a “Company Termination Event”) by delivering written notice of the occurrence of such an event to the Parties, provided that upon a Company Termination Event under subsection 10(c)(i) of this Agreement, this Agreement shall terminate immediately and upon any other Company Termination Event, this Agreement shall terminate three Business Days after written notice to the Parties thereof and of the intent to terminate this Agreement and the breach or other matter giving rise to the right to so terminate this Agreement shall not have been cured during the three Business Day period after receipt of such notice.
(i) If any of the Bankruptcy Cases of the XXXX Companies is dismissed or converted to a case under chapter 7 of the Bankruptcy Code’ or
(ii) If any court enters a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable;
(iii) If any of the events set forth in clauses (ii), (iii), (iv), (vi), (viii), (ix), (x), (xiv), or (xvi) of Section 10(a) occur, despite the Companies’ commercially reasonable efforts to prevent the occurrence of such event; and
(iv) In the event that one or more Participating Noteholders materially breach this Agreement, such that the non-breaching Participating Noteholders at such time do not constitute Required Participating Noteholders.
Termination by the Companies. This Agreement may be terminated by, and such termination shall be effective upon, delivery of a written notice of termination pursuant to this Section 9 by the Companies in accordance with Section 16 below to the Initial Supporting Holders, whereupon the obligations of each of the Parties hereunder shall thereupon terminate and be of no further force or effect with respect to each Party, upon the occurrence of any of the following events (each, a “Company Termination Event”):
(a) the Companies (i) shall have publicly announced an intention not to pursue the Transactions or (ii) entered into, or publicly announced an intention to enter into, an Alternative Transaction;
(b) 11:59 pm, New York City time, on March 1, 2018 (or such other date as the Initial Supporting Holders and the Companies may agree to in writing), if the Transactions shall not have been consummated prior to such date and time;
(c) any of the Initial Supporting Holders shall have materially breached any of its obligations, representations or warranties under this Agreement and such breach is not cured within five (5) business days of the delivery of a written notice by the Companies to the Initial Supporting Holders notifying the Initial Supporting Holders of such breach;
(d) at any time, if the Commitment Letter has been terminated pursuant to its terms; or
(e) at any time any event described in the first bullet under “Conditions of the Exchange Offer—General Conditions” of the Offering Memorandum has occurred. At any time after a Company Termination Event has occurred, the Companies in their sole discretion may waive the occurrence of the Company Termination Event. No such waiver shall affect the Companies’ rights with respect to any subsequent Company Termination Event or impair any right consequent thereon, and the Companies shall have no liability to the other Parties in respect of any termination of this Agreement in accordance with the terms hereof. Notwithstanding anything to the contrary herein, neither Hovnanian nor the Issuer may terminate this Agreement pursuant to this Section 9, if Hovnanian or the Issuer failed to perform or comply in all material respects with the terms and conditions of this Agreement, with such failure to perform or comply causing, or resulting in, the occurrence of the Company Termination Event specified herein.
Termination by the Companies. The Companies may terminate the Executive’s employment under this Employment Agreement at any time, whether for Cause (as defined below), for any other reason, or no reason. For purposes of this Agreement, the term “Cause” shall mean (A) the material failure or refusal by the Executive to perform the Executive’s duties and responsibilities under this Employment Agreement (other than any such failure resulting from the Executive’s Disability) which has not ceased within ten (10) days after a written demand for performance is received by the Executive from the Companies, which demand identifies with reasonable particularity the manner in which the Companies believe that the Executive has not so performed his duties and responsibilities; (B) the engagement by the Executive in misconduct which is materially injurious to the Companies, monetarily or otherwise (including, but not limited to, conduct which violates Section 14 hereof) or an act of moral turpitude which is injurious to the Companies, monetarily or otherwise; (C) the conviction of the Executive of, or the entering of a plea of nolo contendere by the Executive with respect to, a felony or a crime involving fraud, dishonesty or moral turpitude; (D) the material breach by the Executive of this Agreement or the violation by the Executive of a material policy of the Companies which is not cured within thirty (30) days following receipt of notice thereof from the Companies (if such breach or violation is capable of being cured); or (E) the breach by the Executive of any of his fiduciary duties of loyalty and trust to the Companies.
Termination by the Companies. If (i) there has been a material violation or breach by Buyer of any of the representations, warranties or covenants of this Agreement that has not been waived in writing by the Appointed Agent or (ii) an event has occurred (other than a breach of this Agreement by any Company) such that a condition to the obligations of the Companies cannot be satisfied, then the Appointed Agent may, upon written notice to Buyer at any time prior to the Closing during the period that such violation, breach or failure is continuing, terminate this Agreement with the effect set forth in Section 12.2(c).
Termination by the Companies a. In the event MWCC breaches its obligations under this Agreement, and after notice to MWCC such breach remains uncured for a period of thirty (30) days, then the Companies may terminate this Agreement by giving MWCC thirty (30) days prior written notice and this Agreement shall terminate on the thirtieth (30) day.
b. If
(i) MWCC makes an election pursuant to Section 2.2b hereof and (ii) during the one hundred and eighty (180) period subsequent to such election, the Billing Period Outstandings exceed 95% of the Credit Review Point then in effect for any period of ninety (90) consecutive days, then, within ten (10) days following the end of such period, the Companies shall have the right, upon thirty (30) days prior written notice to MWCC, to terminate this Agreement and this Agreement shall terminate on the thirtieth (30) day.
c. The Companies shall have the right to terminate this Agreement and the Program as of the end of the Initial Term or at the end of any Renewal Term upon 180 days prior written notice to MWCC.
Termination by the Companies. The Executive’s employment with the Companies is at will and may be terminated by the Companies at any time and for any reason or for no reason, including but not limited to under the following conditions:
Termination by the Companies. If Employee is terminated for Cause (as defined below), then Employee shall not be entitled to receive severance or other benefits, except for those, if any, as may then be established and applicable under the Companies' severance and benefits plans and policies existing at the time of such termination. The Companies shall not terminate Employee's employment with them during the term other than for Cause. After the Term, Employee's employment with the Companies shall be at will.
Termination by the Companies. The Companies may terminate Executive's employment under this Agreement upon at least sixty (60) calendar days ("Notice Period") written notice ("Notice") to the Executive of their intent to terminate Executive's employment: without Cause (as defined in subsection (b) hereof). The Notice shall specify that such Termination is without Cause, and upon the expiration of the Notice Period, the Companies shall pay the Executive the payments and provide him the benefits specified in Section 8(a) hereof (the expiration of the notice period pursuant to this Section 9(a) shall be considered a "Triggering Event" with respect thereto).
Termination by the Companies. The Companies’ obligation to pay the Consultants all of the Guaranteed Consulting Fees is an absolute, irrevocable commitment on the part of the Companies. Without limiting the foregoing, no cancellation or termination of this Agreement, breach of this Agreement by the Consultants, or any of them, or action or inaction on the part of the Consultants (regardless of whether such actions or inactions are intentional, negligent or otherwise), or any of them, shall relieve the Companies from their obligation to pay the Guaranteed Consulting Fees to the Consultants. Furthermore, this Agreement may not be terminated by the Companies, or any of them; provided, however, that if the Consultants, or any of them, breach this Agreement, and such breach is not remedied within fifteen (15) days of the Consultants receiving notice of such breach, the Companies may seek damages for such breach; provided further that, while any such action may be pending, the Companies shall continue to make all payments due the Consultants hereunder.
