Termination Consideration. 22.1 When an employee leaves the employment of the City in good standing, with at least three (3) years of service, the employee shall receive in salary equivalent one-half (1/2) of their accumulated sick leave up to a maximum of 240 hours. Upon retirement or death, the employee will be paid one- half 1/2) of their unused sick leave.
22.2 When an employee leaves the employment of the City in good standing, with at least three (3) years of service, the employee shall receive all vacation earned up to the date of termination regardless of anniversary date.
22.3 Upon written notification of retirement, an employee may begin to draw sick leave separation pay up to 18 months prior to the employee's last day of employment: The separation pay shall be computed at the rate of pay in effect when the employee receives the pay. The employee shall give notice of retirement prior to August 1 at of the year in which payment is to be received.
Termination Consideration. As used herein, the “Termination Consideration” shall mean an amount equal to the sum of: (A) the unamortized portion of the brokerage commissions paid or incurred by Landlord in connection with this Lease pertaining to the applicable Terminated Space (including in connection with any First Offer Space leased by Tenant pursuant to Section 1.4 above); plus (B) the unamortized portion of the Tenant Improvement Allowance paid or provided by Landlord for the Terminated Space (and any allowance/improvement costs provided by Landlord to Tenant in connection with the First Offer Space leased by Tenant pursuant to Section 1.4 above); plus (C) the unamortized amount of the Abated Rent (as defined in Section 3.3 below) applicable to the portion of the Terminated Space; plus (D) an amount equal to two (2) months of Base Rent calculated at the rate of Thirty and 70/100 Dollars ($30.70) per rentable square foot (but calculated on a monthly basis) of the Terminated Space for Tenant’s first termination right (set forth in clause (i) above) and at the rate of Thirty-Two and 10/100 Dollars ($32.10) per rentable square foot (but calculated on a monthly basis) of the Terminated Space for Tenant’s second termination right (set forth in clause (ii) above) and at the rate of Thirty-Three and 50/100 Dollars ($33.50) per rentable square foot (but calculated on a monthly basis) of the Terminated Space for Tenant’s third termination right (set forth in clause (iii) above). The brokerage commissions, Tenant Improvement Allowance and Abated Rent with respect to the Terminated Space leased by Tenant shall all be amortized on a straight-line basis over the scheduled initial one hundred twenty-eight (128) month Lease Term, together with interest at the rate of seven percent (7%) per annum, and the unamortized portion thereof shall be determined based upon the unexpired portion of such initial one hundred twenty-eight (128) month Lease Term as of the applicable Termination Date. The unamortized portion of the costs of any abated rent, brokerage commissions and tenant improvement costs/allowance, if any, paid for or provided by Landlord to Tenant for any First Offer Space leased by Tenant pursuant to Section 1.4 shall be amortized on a straight-line basis over the scheduled initial term of the lease of the First Offer Space, together with interest at the rate of seven percent (7%) per annum, and the unamortized portion thereof shall be determined based upon the unexpired portion of such i...
Termination Consideration. (a) In the event that (i) the Closing does not occur, (ii) the Purchase Agreement is terminated, (iii) in connection with such termination Buyer shall be entitled to a return of the Deposit under the terms of the Purchase Agreement and (iv) there shall be a Positive EBITDA Amount for the Transition Services Term so that a decrease to the Purchase Price would have been in effect under Section 3.1 if the Closing had occurred, then, in addition to the reimbursement of the Buyer Operating Expenses pursuant to Section 3.4, the Seller Parties shall pay or cause to be paid to Buyer a termination payment under this Agreement in an amount equal to the Positive EBITDA Amount that would have been applied as a decrease to the Purchase Price under Section 3.1 (the “Seller Termination Payment”).
(b) In the event that (i) the Closing does not occur, (ii) the Purchase Agreement is terminated, (iii) in connection with such termination Buyer shall be entitled to a return of the Deposit under the terms of the Purchase Agreement and (iv) there shall be Negative EBITDA Amount for the Transition Services Term so that an increase to the Purchase Price would have been in effect under Section 3.3 if the Closing had occurred, then Buyer shall pay or cause to be paid to Seller a termination payment under this Agreement in an amount equal to the Negative EBITDA Amount that would have been applied as an increase to the Purchase Price under Section 3.3 (the “Buyer Termination Payment”).
(c) Notwithstanding the foregoing provisions of this Section 3.6 or anything to the contrary set forth in Section 6.1, if (i) the Closing does not occur, (ii) the Purchase Agreement is terminated, (iii) in connection with such termination Buyer shall be entitled to a return of the Deposit under the terms of the Purchase Agreement and (iv) there has been an event of loss with respect to the Project such that there shall be proceeds under the Existing Project Insurance constituting all, or substantially all, of the replacement value of the Project (a “Total Loss Event”), then for purposes of calculating any termination payment payable to Buyer or Seller under this Section 3.6, (x) 50% of the amount of such insurance proceeds paid under the Existing Project Insurance with respect to such Total Loss Event shall be payable by the Seller Parties to Buyer as an additional termination payment hereunder (a “Total Loss Payment”), and (y) the amount of such insurance proceeds payable under the Existing Project Ins...
Termination Consideration. Solely if either: (i) you continue to provide services as an employee of the Company through the Resignation Date and the Closing occurs or (ii) the Company terminates your employment prior to your Resignation Date other than (a) for Cause (as defined in the Employment Agreement), (b) as a result of your death or (c) as a result of your Disability (as defined in the Employment Agreement), the Company will provide you with the payments and benefits listed in this
Termination Consideration. (a) In the event that this Agreement is validly terminated by Parent pursuant to Section 10.2(a) and, at the time of any such termination, the Company is not permitted to terminate this Agreement pursuant to Section 10.2(b) (such termination, a “Parent Termination with Cause”), then the Company shall pay to Parent a termination fee in the amount equal to the lesser of (i) the Parent Reimbursable Termination Expenses multiplied by 1.5 or (ii) USD $5,000,000 (the “Cause Termination Fee”). The Cause Termination Fee shall be due within two (2) business Days of Parent having provided Company reasonable substantiation (copies of receipts or invoices, basis for calculation, etc.) of its calculation of the amount of Parent Reimbursable Termination Expenses. In the event that the Company cannot pay the Cause Termination Fee in cash within such period, Parent shall receive a convertible bond materially equivalent to the Company’s existing outstanding convertible bonds, but with an enhanced coupon rate of 12% per annum.
(b) In the event of a Parent Termination with Cause, the Company Parties shall indemnify, and hold harmless each Parent Indemnified Person from and against any claim brought against any and all Losses suffered or incurred by such Parent Indemnified Person (regardless of whether or not such Losses relate to any third-party claims) that directly, or indirectly, arise out of, result from or are related to any (i) breach or violation of, or default in connection with, any pre-Closing covenant made by or to be performed by the Company in this Agreement or (ii) breach of, or inaccuracy in any Company Fundamental Representations.
(c) In the event that this Agreement is validly terminated (i) by Parent pursuant to Section 10.2(c) and, at the time of any such termination, the Company is not permitted to terminate this Agreement pursuant to Section 10.2(b), or (ii) by Parent pursuant to Section 10.2(a)(ii) or by the Company pursuant to Section 10.2(d) and, within twelve (12) months of such termination, the Company enters into an Alternative Transaction, then the Company shall pay to Parent a termination fee in the amount equal to US $12,000,000 (the “Non-Cause Termination Fee”). In the event this Agreement is terminated pursuant to the foregoing clause (i), the Non-Cause Termination Fee shall be payable within two (2) Business Days after such termination and in the event this Agreement is terminated pursuant to the foregoing clause (ii), the Non-Cause Terminati...
Termination Consideration. In exchange for Xxxxxx’ agreement to the general release and waiver of claims and covenant not to xxx set forth below and Xxxxxx’ other promises herein, the Company agrees to provide Xxxxxx’ with the termination consideration set forth in Paragraph 3(b) of the Separation Agreement. By signing below, Xxxxxx acknowledges that she is receiving the termination consideration in exchange for waiving her rights to claims referred to in this Release and Xxxxxx would not otherwise be entitled to the termination consideration.
Termination Consideration. As used herein, the “Termination Consideration” shall mean an amount equal to Thirty Million Dollars ($30,000,000.00).
Termination Consideration. Landlord and Tenant acknowledge that the early termination of the Lease will result in certain losses and liabilities for Landlord (including, without limitation, loss of income; a negative impact on Landlord’s ability to sell, finance or refinance the Property; and increased costs associated with securing a replacement tenant(s)), and therefore agree that Tenant shall make the following payments to Landlord in immediately available funds as fair and reasonable consideration for Landlord’s agreement to terminate the Lease prior to its natural expiration: (a) One Million Dollars ($1,000,000), payable on the Execution Date, (b) Five Hundred Thousand Dollars ($500,000), payable on the date that is six (6) months after the Execution Date, and (c) Seven Hundred Fifty Thousand Dollars ($750,000), payable on the date that is twelve (12) months after the Execution Date. Any payments that are not timely paid shall accrue interest at the lesser of (y) one and five tenths percent (1.5%) per month and (b) the maximum rate permitted by applicable laws. Landlord acknowledges that Landlord shall have no right to collect Furniture Payments from Progenics Pharmaceuticals, Inc. (“Progenics”).
Termination Consideration. As consideration for employee executing this Agreement and performing the Advisory Services, the Company agrees to pay Employee a total of Two-Hundred Thirty-Seven Thousand Five Hundred Dollars ($237,500), less applicable withholdings and deductions, within thirty (30) days after the Effective Date (the “Termination Consideration”).
Termination Consideration. Tenant acknowledges that Landlord may incur certain costs in association with the termination of the Lease, including (without limitation) the loss of rental income for the remainder of the Term and costs in procuring a new tenant and preparing the Premises for the same, the exact amount of which costs shall be extremely difficult and impracticable to ascertain. Therefore, in consideration for Landlord agreeing to terminate the Lease prior to its natural expiration, Tenant shall, upon execution of this Agreement, issue to (a) BioMed Realty, L.P. (“BioMed”), or its assignee six million six hundred eighty-six thousand three hundred seventy-three (6,686,373) shares and (b) BioMed Realty Holdings, Inc. (“Holdings”), or its assignee one million one hundred thirteen thousand six hundred twenty-seven (1,113,627) shares of certificated stock in Tenant, and in connection therewith (y) BioMed (or BioMed’s assignee) and (z) Holdings (or Holdings’ assignee), as applicable, have executed with and delivered to Tenant Stock Purchase Agreements in the forms attached hereto as Exhibit A and B, respectively, providing for the issuance of such shares, which shares shall be deemed fully earned upon the execution and delivery of this Agreement and such Stock Purchase Agreements, and shall not be subject to rebate.
