Termination by the Company without Cause (excluding Disability) or by the Executive for Good Reason Sample Clauses

Termination by the Company without Cause (excluding Disability) or by the Executive for Good Reason. If the Executive’s employment with the Company is terminated by the Company without Cause (not including due to Disability) or by the Executive for Good Reason, in each case, on or after the one-year anniversary of the Commencement Date, the Company shall: 1. Pay the Accrued Amounts to the Executive, in a lump sum within 30 days following such termination; and 2. pay the Executive an amount equal to 9 months of Salary as of the termination date, such payments to be made in equal monthly installments over the 9-month period commencing as of the 60th day following the Executive’s employment termination date (the “Severance Payments”). 3. Treatment of the Incentive Award in any such case shall be as set forth in the Executive’s award agreement. The Severance Payments are conditioned upon the Executive’s execution and delivery to the Company, within 60 days of the date of termination, of a fully effective release of claims (for which the applicable revocation period has expired) in favor of the Company and its respective affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”), in the Company’s customary form. All Severance Payments that would otherwise be paid prior to the 60th day after the Executive’s termination of employment shall be paid in a lump sum as soon as reasonably practicable following the 60th day after the Executive’s termination of employment. Further, the Severance Payments are in lieu of any other severance benefits or other compensation-based payments by the Company to the Executive and are subject to the Executive’s continued compliance with the terms of this Agreement including the restrictive covenants contained herein.
Sample 1
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Related to Termination by the Company without Cause (excluding Disability) or by the Executive for Good Reason

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Definitions For purposes of this Agreement:

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

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