Termination for Cause. (I) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause. (II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events: i) The filing by any party of a voluntary petition in bankruptcy; ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings; iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 4 contracts
Sources: Cooperative Endeavor Lease Agreement, Cooperative Endeavor Lease Agreement, Cooperative Endeavor Lease Agreement
Termination for Cause. (I) City may The Company shall have the right to terminate this Lease Agreement in whole or in part should Lessee fail the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to utilize the Leased Premises for one or more exist if any of the purpose(s) stated following circumstances exist in Section 1 the reasonable judgment of this Lease Agreement for a period of ninety (90) days, provided that the Company: (i) City may not terminate the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Lease Agreement if such failure is due to construction or rehabilitation after casualty and Agreement; (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such causethe Executive has committed theft, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontractforgery, purchase orderfraud, agreement misappropriation, embezzlement, or any other document act of material misconduct against the Company or writing related any of its affiliates; (iii) the Executive has violated any fiduciary duty owed to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damagesthe Company; (iv) the Executive is convicted of, or indirect costs which may arise from termination enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Lease Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in whole the absence of such written notice; or in part for this cause.
(IIviii) Subject the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part satisfaction of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which caseBoard of Directors, the non-defaulting party shall be entitled to all inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party except for accrued but unpaid salary and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises accrued but unused vacation in accordance with the provisions policy of Section 6(A)(I) of this Lease Agreementthe Company.
Appears in 4 contracts
Sources: Executive Employment Agreement (Martek Biosciences Corp), Executive Employment Agreement (Martek Biosciences Corp), Executive Employment Agreement (Martek Biosciences Corp)
Termination for Cause. Employee's employment under this Agreement may be terminated by Employer for "good cause." Upon such termination, Employer's obligation to compensate Employee under this Agreement shall in all respects cease, except that Employer shall pay Employee, within thirty (I30) City may terminate this Lease Agreement in whole days of such termination, any Accrued Compensation as of the time of such termination and Employee shall be entitled to any Accrued Benefits as of the time of such termination when and if provided to be paid by the applicable program or in part should Lessee fail plan. The term "good cause" includes, but is not limited to utilize the Leased Premises for any one or more of the purpose(sfollowing occurrences:
7.1. Employee's breach of any of the covenants contained in this Agreement;
7.2. Employee's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime (excluding traffic violations and similar misdemeanors) stated involving moral turpitude or which is punishable by imprisonment in Section 1 the jurisdiction involved;
7.3. Employee's commission of an act of fraud, whether prior or subsequent to the date hereof upon Employer or the Companies or any of their subsidiaries, ventures or affiliates;
7.4. Employee's willful failure or refusal to perform his duties as required by this Lease Agreement for a period of ninety (90) daysAgreement, provided that (i) City may that, the termination of Employee's employment pursuant to this Section 8.4. shall not terminate this Lease Agreement if constitute valid termination for good cause unless Employee shall first have received written notice from the President or stating with specificity the nature of such failure is due to construction or rehabilitation after casualty refusal in the performance of duties and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with affording Employee at least forty-five fifteen (4515) days advance written notice to correct the act or omission complained of;
7.5. Gross negligence, theft of its intention Employer's property, material violation by Employee of any duty of loyalty to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement Employer or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default material misconduct on the part of the other party relating to this Lease Agreement (subject to Employee; or
7.6. Material violation of any cure rights provided herein) employee policy manual, in which caseeffect at that time, including, without limitation, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening receipt of any one of the following events:
i) The filing by kickback or side payment from any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured therebycustomer, damage service provider, supplier or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementvendor.
Appears in 3 contracts
Sources: Employment Agreement (T-3 Energy Services Inc), Employment Agreement (T-3 Energy Services Inc), Employment Agreement (T-3 Energy Services Inc)
Termination for Cause. (I) City The Company may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises Employee's employment for one or more of the purpose(s) stated in Section 1 "cause" effective immediately upon giving written notice thereof. For purposes of this Lease Agreement for a period of ninety (90) daysAgreement, provided that the term "cause" shall be limited to (i) City may not terminate this Lease Agreement if such failure is due to construction non-appealable conviction of a felony or rehabilitation after casualty and of any crime involving fraud or misrepresentation that adversely affects the Company's reputation in a material way; (ii) City may not terminate Employee's gross negligence or willful misconduct which is materially injurious to the Company, (iii) excessive use of alcohol or illegal drugs interfering with the performance of Employee's duties and the continuance thereof after written warning; and (iv) any material breach by Employee of a material obligation under this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such causethereof, and City shall incur an appropriate period to cure such breach if such breach is curable. For purposes of this section, no liability to Lessee for such termination. Lessee’s act or failure to include a clause for act on Employee's part shall be considered "gross' or "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding any term or provision of this Agreement to the contrary, termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease be considered for cause if the termination resulted from bad judgment or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default negligence on the part of Employee or an act or omission which Employee believed at the other party relating time to this Lease Agreement (subject to any cure rights provided herein) be in which case, good faith and in the non-defaulting party shall be entitled to all benefits, remediesinterests of the Company, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant not opposed to such proceedings;
iii) The taking by a court interests. Company shall pay Employee his full Base Salary and benefits through the date of competent jurisdiction of either party's assets pursuant termination at the then current rate (including any applicable pro rated bonus and accrued vacation pay). Company shall have no other liabilities or obligations to proceedings brought under the provisions of any Federal Reorganization ActEmployee. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured therebyAll stock options, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, which have become vested and exercisable on or before the termination date shall remain vested and exercisable for such period of time as specified in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its Employee's stock option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementagreement(s).
Appears in 3 contracts
Sources: Employment Agreement (Proxymed Inc /Ft Lauderdale/), Employment Agreement (Proxymed Inc /Ft Lauderdale/), Employment Agreement (Proxymed Inc /Ft Lauderdale/)
Termination for Cause. (I) City The Board may terminate this Lease Agreement the Assistant Superintendent for: (1) acts done in whole or in part should Lessee fail bad faith to utilize the Leased Premises for one or more detriment of the purpose(sDistrict; (2) stated refusals or failures to act in Section 1 accordance with specific provisions of this Lease Agreement for a period or lawful Board directives; (3) breach of this Agreement; (4) unsatisfactory performance as established by at least two written evaluations conducted at least ninety (90) dayscalendar days apart; (5) any grounds enumerated in Education Code sections 44932, provided 44933, or 44939; (6) conviction of or a “nolo contendere” plea to a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; (7) any act causing the suspension or revocation of any credential held by the Assistant Superintendent; or (8) inability to perform the essential functions of the position, with or without reasonable accommodation. Notwithstanding Labor Code section 2924, the parties agree that (i) City may not terminate the determination of cause shall be based upon the Board’s reasonable belief in the existence of good cause for termination. The existence of such good cause belief shall authorize the termination of this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate shall extinguish all rights and duties of the parties under this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City If such good cause belief exists, the Board shall provide Lessee meet with the Assistant Superintendent and shall submit a written statement of the grounds for termination and copies of written documents the Board believes support the termination. If the Assistant Superintendent disputes the charges, the Assistant Superintendent shall then be entitled to a conference before the Board in a closed session meeting. The Assistant Superintendent and the Board shall each have the right to be represented by counsel at least forty-five (45) days advance written notice of its intention their own expense. The Assistant Superintendent shall have a reasonable opportunity to respond to all matters raised in the charges. The conference with the Board shall not be an evidentiary hearing and neither party shall have the opportunity to call witnesses. If the Board, after considering all evidence presented, decides to terminate this Lease Agreement for such causeAgreement, the Board shall provide the Assistant Superintendent with a written decision. The decision of the Board shall be final. The Assistant Superintendent’s conference before the Board shall be deemed to satisfy the Assistant Superintendent’s entitlement to due process of law and City shall incur no liability be the Assistant Superintendent’s exclusive right to Lessee for such terminationany conference or hearing otherwise required by law. Lessee’s failure The Assistant Superintendent waives any other rights that may be applicable to include a clause for this termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction cause proceeding with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination the understanding that completion of this Lease Agreement hearing exhausts the Assistant Superintendent’s administrative remedies and then authorizes the Assistant Superintendent to contest the Board’s determination in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementjurisdiction.
Appears in 3 contracts
Sources: Employment Agreement, Employment Agreement, Employment Agreement
Termination for Cause. (I) City The Company may terminate Employee’s employment at any time for cause (as defined below) with thirty (30) days written notice and opportunity to cure the violation. Such opportunity to cure will only be available if the violation is contained in one of the following paragraphs (contained below in this Lease Agreement Subsection 6(b)): (iv), (viii), (ix), (x) (xi). If Employee’s employment is terminated pursuant to this Subsection 6(b), all of Employee’s rights and all of the Company’s obligations hereunder shall immediately terminate. As used in this section, “for cause” shall mean any of the following:
(i) Willfully damaging the Company’s property, business, reputation or goodwill;
(ii) Committing a felony;
(iii) Death, theft, dishonesty, fraud or embezzlement;
(iv) Using alcohol, narcotics or other controlled substances to the extent that it prevents the Employee from efficiently performing services for the Company;
(v) Willfully injuring any other employee of the Company;
(vi) Willfully injuring any person in the course of performance of services for the Company;
(vii) Disclosing to a competitor or other unauthorized persons confidential or proprietary information or secrets of the Company;
(viii) Soliciting business on behalf of a competitor or a potential competitor;
(ix) Sexually harassing any other employee of the Company or committing any act which otherwise creates an offensive work environment for other employees of the Company;
(x) Failing to comply with any provision of the Company’s policy manual as it applies to Employee; or
(xi) Breaching this Agreement. The Company shall not be limited to termination as a remedy for any improper or illegal act of Employee, but may also seek damages, injunction or such other remedy as it may deem appropriate under the circumstances. This shall include without limitation the option by the Company, in its sole and absolute discretion, to repurchase the Issued Stock, in whole or in part should Lessee fail part, for an amount of $.01 per share (the “Option to utilize Repurchase”), immediately upon the Leased Premises for one or more termination of the purpose(s) stated in Section 1 Employee’s employment with the Company for cause, or the Employee’s resignation without Good Reason; provided, however, that the Issued Stock subject to the Option to Repurchase shall be reduced by 1/36 for each month of Employee’s completed employment with the Company, beginning the date hereof and continuing hereafter. Upon the termination of the Employee for cause, Employee’s obligations and the Company’s rights under Sections 7, 8, 9, 10, 11 and 12 shall survive the termination of this Lease Agreement for a period of ninety one (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.year
Appears in 3 contracts
Sources: Employment Agreement (Tekoil & Gas Corp), Employment Agreement (Tekoil & Gas Corp), Employment Agreement (Tekoil & Gas Corp)
Termination for Cause. (I) City SDSP may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance “cause” upon written notice of its intention to terminate Employee. If this Lease Agreement is terminated for such “cause”, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party Employee shall be entitled to all benefitsreceive: (i) the Base Salary through the effective date of termination, remedies(ii) any other amounts earned, accrued or owed to Employee under this Agreement but not paid as of the date of termination, and (iii) any other benefits payable to Employee upon such termination under any benefit plans or programs of SDSP in effect on the date of termination; less any claims of SDSP against Employee. The term “cause” shall mean: (i) Employee’s confession or conviction of theft, fraud, embezzlement or other crime involving dishonesty; (ii) Employee’s excessive absenteeism (other than by reason of physical injury, disease, or rights afforded mental illness) without reasonable cause; (iii) Employee’s act or omission constituting a material breach of any provision of this Agreement, including Sections 12, 13, 14 and 15 below; (iv) habitual and material negligence by lawEmployee in the performance of Employee’s duties under this Agreement; (v) Employee’s abuse, misuse or destruction of property of SDSP, its affiliates, or its customers; (vi) Employee’s making or publishing of false or malicious statements concerning SDSP; or 2(vii) upon material failure by Employee to comply with the policies of SDSP or after the happening of any one a lawful directive of the following events:
i) The filing by any party Board of Managers of SDSP and the failure to cure such non-compliance within ten days after his receipt of a voluntary petition written notice from the Board of Managers setting forth in bankruptcy;
ii) reasonable detail the particulars of such non-compliance. The institution preceding list is not intended to be exhaustive; other conduct of proceedings a similar nature may result in bankruptcy against the termination of this Agreement for “cause.” However, the results of SDSP’s operations or any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking business judgment made in good faith by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes Employee shall not be the constitute an independent basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement“cause.”
Appears in 3 contracts
Sources: Employment Agreement (South Dakota Soybean Processors LLC), Employment Agreement (South Dakota Soybean Processors LLC), Employment Agreement (South Dakota Soybean Processors LLC)
Termination for Cause. (I) City may terminate The Corporation shall have no obligation to make payments of any kind to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment with the Corporation is terminated on account of the Executive's discharge for cause. For purposes of this Lease Agreement in whole or in part should Lessee fail to utilize paragraph 5, the Leased Premises Executive shall be considered terminated for "CAUSE" if he is discharged by the Corporation on account of the occurrence of one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
(i) The filing the Executive becomes addicted to drugs or alcohol;
(ii) the Executive discloses confidential information in violation of paragraph 4(a) or engages in competition in violation of paragraph 4(b) to the detriment of the Corporation and/or Thane;
(iii) the Corporation is directed by any party regulatory or governmental authorities to terminate the employment of the Executive or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the Corporation;
(iv) the Executive is convicted of a voluntary petition in bankruptcyfelony crime (other than a felony resulting from a minor traffic violation);
ii(v) The institution the Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) the Executive has been given a period of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty thirty (12030) days after such notice to cure such misconduct. However, no notice or cure period shall be required if Executive's disregard of his duties has materially and adversely affected the filing Corporation and/or Thane;
(vi) any event of such involuntary proceedings; and
iv) Subject willful misconduct to Section 26 of this Lease Agreement and the terms and conditions set forth extent that, in the Senior Mortgage reasonable judgment of the Board, the Executive's credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or
(vii) the Executive commits an act of fraud against the Corporation and/or Thane, violates a duty of loyalty to the Corporation and/or Thane as defined herein) and other loan documents secured thereby, damage under Florida law or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementviolates paragraph 2.
Appears in 3 contracts
Sources: Employment Agreement (Thane International Inc), Employment Agreement (Thane International Inc), Employment Agreement (Thane International Inc)
Termination for Cause. Notwithstanding the preceding paragraph (Ia) City of this Section 10, in the event that BNY Mellon or the Investment Advisor (as applicable, a “Defaulting Party”), shall fail in any material respect to perform its duties and obligations hereunder pursuant to the applicable standard of care set forth herein (including, in the case of BNY Mellon, through persistent non-material failures to perform its duties or obligations hereunder or the persistent failure to meet key performance indicators pursuant to Section 6 of this Agreement), the other party (the “Other Party”) shall have given written notice thereof to the Defaulting Party, and such material failure shall not have been remedied to the reasonable satisfaction of the Other Party within thirty (30) days after such written notice is received, then, as applicable, the Investment Advisor may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety by providing thirty (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (4530) days advance written notice of its intention such termination to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damagesBNY Mellon, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party BNY Mellon may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within providing one hundred twenty (120) days after the filing written notice of such involuntary proceedings; and
ivtermination to the Investment Advisor. In addition, notwithstanding the preceding sentence, this Agreement may be terminated by the Investment Advisor (i) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth immediately in the Senior Mortgage event of an appointment of a conservator or receiver for BNY Mellon or any parent of BNY Mellon by a regulatory agency or court of competent jurisdiction or, (as defined hereinii) and by providing thirty (30) days written notice of such termination to BNY Mellon in the event that BNY Mellon is indicted for a crime, commences any bankruptcy or insolvency proceeding or has such a proceeding initiated against it which is not dismissed within sixty (60) days, or suffers any other loan documents secured therebymaterial adverse change in its condition, damage operations or destruction professional reputation that is determined by the Investment Advisor in its reasonable discretion to threaten the continuing performance of services hereunder or the reputation of the Leased Premises by fire, tornado or other casualty Investment Advisor. Upon termination of the Agreement pursuant to this paragraph (b) the Investment Advisor shall pay to BNY Mellon such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss compensation as shall have accrued to the structure effective date of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementsuch termination.
Appears in 3 contracts
Sources: Administration Agreement (Franklin BSP Lending Fund), Administration Agreement (Franklin Lexington Private Markets Fund), Administration Agreement (Clarion Partners Real Estate Income Fund Inc.)
Termination for Cause. (I) City The Company may terminate the Executive’s employment hereunder at any time for “Cause” (as hereinafter defined) immediately upon written notice to the Executive. Such written notice shall set forth with reasonable specificity the Company’s basis for such termination. For purposes of this Lease Agreement in whole or in part should Lessee fail to utilize and for purposes of the Leased Premises LLC Agreement, “Cause” for the Executive’s termination will exist at any time after the happening of one or more of the purpose(sfollowing events, in each case as determined in good faith by the Company’s Board:
(a) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that Executive’s —
(i) City willful misconduct or gross negligence in the performance of his duties hereunder which is not remedied (if remediable) within thirty (30) business days after written notice from the Company’s Board, which written notice shall state that failure to remedy such conduct may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and result in termination for Cause, or
(ii) City may willful refusal to comply in any material respect with the legal directives of the Company’s Board so long as such directives are not terminate inconsistent with the Executive’s position and duties, or a material breach of this Lease Agreement without Mortgagee consent whenever or any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five written Company policy which if not remedied (45if remediable) within 30 business days advance after written notice of its intention to terminate this Lease Agreement for such causefrom the Company’s Board, and City which written notice shall incur no liability to Lessee for such termination. Lessee’s state that failure to include a clause for remedy such conduct may result in termination for this reason in Cause;
(b) Executive’s deliberate attempt to do injury to the Company;
(c) Executive’s commission of any subcontractact of fraud, purchase orderwillful misrepresentation, agreement misappropriation, embezzlement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination act of this Lease Agreement in whole or in part for this cause.similar gravity involving moral turpitude;
(IId) Subject Executive’s abuse of controlled substances or alcohol which materially impairs the goodwill or business of the Company or causes material damage to its property, goodwill or business or impairs Executive’s fulfillment of his responsibilities to the rights Company; or
(e) Executive’s commission of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on a felony that is reasonably likely to cause material harm to the part standing and reputation of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementCompany.
Appears in 3 contracts
Sources: Employment Agreement (Habit Restaurants, Inc.), Employment Agreement (Habit Restaurants, Inc.), Employment Agreement (Habit Restaurants, Inc.)
Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, the Company shall have the right to immediately terminate the employment of Executive upon the occurrence of any of the following events (Iwhich events shall constitute “Cause” for termination):
(a) City may terminate Executive shall intentionally commit a material and substantial breach or violation of any of Executive’s covenants under this Lease Agreement in whole or in part should Lessee Agreement, which breach continues for a period of ten (10) days following notice thereof from the Company;
(b) Executive shall fail to utilize substantially perform Executive’s duties with the Leased Premises Company (other than due to incapacity resulting from physical or mental illness, including care required for one physical or more mental illness of Executive’s immediate family) which failure has continued for at least fifteen (15) days following receipt by Executive of written notice specifying the failure to substantially perform; or
(c) Executive commits, is convicted of, or pleads nolo contendere to a crime involving dishonest conduct, moral turpitude or relating directly to his duties as an employee of the purpose(sCompany.
(d) stated Executive shall violate or refuse to obey the lawful and reasonable written instructions of the Chief Executive Officer, other supervising officer or the Board of the Company, provided that such instructions are not in Section 1 violation of this Lease Agreement or violate any local, state and/or federal laws or regulations;
(e) Executive shall become disabled during the Term (Executive shall be deemed to be disabled if the Executive is eligible to receive disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, Executive shall be deemed to be disabled if Executive is unable to perform the essential functions of his position with the Company, with reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) daysconsecutive days within any 180-day period), provided that (i) City may not terminate or if Executive shall die during the Term of this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City If the employment of Executive is terminated pursuant to this Section 4.1, such termination shall provide Lessee with at least forty-five be effective upon the delivery of notice thereof to Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a) or (45b) days advance written under circumstances in which Executive is entitled to notice of its intention breach (or failure) and an opportunity to terminate this Lease Agreement for such causecure, and City in which case termination shall incur no liability be effective immediately after the notice period if Executive fails to Lessee for such termination. Lessee’s cure the breach or failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part reasonable satisfaction of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementCompany.
Appears in 3 contracts
Sources: Executive Employment Agreement (PetVivo Holdings, Inc.), Executive Employment Agreement (PetVivo Holdings, Inc.), Executive Employment Agreement (PetVivo Holdings, Inc.)
Termination for Cause. This Agreement may be terminated for Cause as hereinafter defined. “Cause” shall mean: (Ii) City may terminate this Lease Agreement in whole the Executive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of physical or in part should Lessee fail mental incapacity, substantially to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement perform his duties hereunder for a period of ninety six (906) daysconsecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, provided that or which disqualifies the Executive from serving as an officer or director of the Employer, the Company or any one of the Subsidiaries; (iv) City may not terminate this Lease Agreement if such the willful or negligent failure is due of the Executive to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason perform his duties hereunder in any subcontractmaterial respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer, purchase orderthe Company or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, agreement as amended (the “FDIA”), or any other document applicable state or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party federal law. The Executive shall be entitled to all benefits, remedies, or rights afforded by law; or 2at least thirty (30) upon or after the happening of any one days’ prior written notice of the following events:
iEmployer’s intention to terminate his employment for any cause (except the Executive’s death) The filing by specifying the grounds for such termination and shall be provided a reasonable opportunity to present to the Board his position regarding any party dispute relating to the existence of such cause. In the event of a voluntary petition in bankruptcy;
ii) The institution dispute regarding the Executive’s Permanent Disability, each of proceedings in bankruptcy against any party the Executive and the adjudication of either party Employer shall choose a physician who together will choose a third physician to make a final determination thereof. If the Executive’s employment is terminated for Cause pursuant to this Lease Agreement Section, then the Employer shall only be required to pay the Executive such Base Salary as a bankrupt pursuant to shall have accrued through the effective date of such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under termination and neither the provisions of Employer, the Company nor any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss Subsidiaries shall have any further obligations to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementExecutive.
Appears in 3 contracts
Sources: Employment Agreement (Centrue Financial Corp), Employment Agreement (Centrue Financial Corp), Employment Agreement (Centrue Financial Corp)
Termination for Cause. (I) City The Company may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises Executive's employment for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that “Cause” if Executive:
(i) City may not terminate this Lease Agreement if such failure is due convicted of or pleads nolo contendre to construction a felony (or rehabilitation after casualty and its equivalent under applicable state law);
(ii) City may commits fraud or a material act or omission involving dishonesty with respect to the Company or any of its respective employees, customers or affiliates;
(iii) willfully and repeatedly fails or refuses to carry out the material responsibilities of Executive's employment by the Company (except where due to physical or mental incapacity);
(iv) engages in willful misconduct or a pattern of behavior which in either case has had or is reasonably likely to have a significant adverse effect on the Company;
(v) willfully engages in any act or omission which is in material violation of the Company’s policy, including but not limited to engaging in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ transactions or disseminating inside information; or
(vi) commits a material breach of Executive's material obligations under this Agreement, including but not limited to Section 8. A decision to terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreementthe Executive's employment for Cause shall be made, if at all, by the CEO, after consultation with the Board, upon reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard by the CEO, and the CEO finding that, in his good faith opinion, Executive engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. City shall If the act or omission giving rise to the termination for Cause is curable by Executive, the Company will provide Lessee with at least forty-five thirty (4530) days advance days’ written notice to Executive of its intention the Company’s intent to terminate this Lease Agreement the Executive for such causeCause, and City shall incur no liability to Lessee with an explanation of the reason(s) for such termination. Lessee’s failure to include a clause for the termination for Cause and, if Executive cures the act or omission within the 30-day notice period, the Company will rescind the notice of termination and Executive's employment will not be terminated for Cause at the end of the 30-day notice period. If Executive has previously been afforded the opportunity to cure particular behavior and successfully cured under this reason in any subcontractprovision, purchase order, agreement or any other document or writing related the Company will have no obligation to this Lease Agreement shall not subject City provide Executive with notice and an opportunity to liability cure a recurrence of that behavior prior to any sublease or other person for lost profits or otherwise resulting from or in conjunction with a termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination Cause. For purposes of this Lease Agreement in whole Section 5(A), an action or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes inaction shall not be treated as “willful misconduct” if authorized by the basis for termination unless CEO or the party against whom Board, or taken by Executive in the proceedings are instituted shall fail to secure good faith belief that it was in, or not opposed to, the dismissal best interests of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementCompany.
Appears in 3 contracts
Sources: Executive Employment Agreement (Aquestive Therapeutics, Inc.), Executive Employment Agreement (Aquestive Therapeutics, Inc.), Executive Employment Agreement (Aquestive Therapeutics, Inc.)
Termination for Cause. (I) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize A. Either party shall give the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of other ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance prior written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part agreement based on clauses XII paragraphs D.1, and D.3 below, and thirty days prior written notice of termination for cause of this causeagreement based on clause ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇, ▇.▇, ▇.▇ and D.6 below.
(II) Subject B. In the event of termination for cause on ninety days notice by MASIMO, this agreement shall terminate immediately upon the expiration of said ninety days provided that MASIMO is current in payment of all invoices to IVEMSA; the termination shall be effective immediately upon the 91st day or immediately thereafter upon payment of all invoices that are outstanding on the 90th day. In the event some invoices are in dispute on the 90th day, the termination shall be effective on the 91st day notwithstanding those outstanding invoices provided written notice by MASIMO to IVEMSA of the disputed invoices has been given prior thereto and all non -disputed invoices have been paid.
C. In the event of termination by MASIMO for cause on thirty days notice, this agreement shall terminate as provided, however, such termination shall be subject to the rights condition that MASIMO is current in payment of all invoices to IVEMSA, and any Mortgageeand all additional monies due hereunder. In any such event, either party may terminate MASIMO shall have the right to give NEMSA notice of termination of this Lease Agreement in whole agreement as provided without any responsibility, liability or in part for: 1) default obligation on the part of MASIMO for the remaining term of this agreement, nor for the payment of rent, except for labor obligations that deal with severance provisions under Mexican law. The termination for cause on thirty days notice, shall be effective immediately upon the 31st day or immediately thereafter upon payment of all invoices that are outstanding on the 30th day. In the event some invoices are in dispute on the 30th day, the termination shall be effective on the 31st day notwithstanding those outstanding invoices provided written notice by MASIMO to IVEMSA of the disputed invoices has been given prior thereto and all non -disputed invoices have been paid.
D. Causes for termination of this agreement are as follows: • ONE PARTY’S DEFAULT
1. Either party fails to perform any material provision of this agreement and fails to cure such default in performance within a thirty day period of time following its receipt of notice from the other party relating specifying such a default exists.
2. If either party becomes insolvent, or makes an assignment for the benefit of creditors, or is adjudicated bankrupt in any voluntary or involuntary bankruptcy proceeding, this agreement will be terminated thirty days from receipt of insolvency notice.
3. Either party is delinquent in the fulfillment of its normal business obligations such as payment of taxes, labor or civil obligations to the extent that such obligations represent a real and present danger to the interest of the other party, and if such delinquency is not cured within thirty calendar days of notice given by the non—delinquent party. • MAYOR FORCE
4. In the event of any act of the United States or Mexican authorities, whether administrative, executive or judicial, which may effect a significant or material change in the Maquiladora Program, or result in the appropriation, forcible purchase or surrender in any other manner, of the assets of the business of IVEMSA or MASIMO, or may otherwise result in the prevention of IVEMSA or its Mexican subsidiary from doing business in Mexico.
5. Theft of MASIMO’s equipment, materials and/or inventories under the custody and/or control of IVEMSA provided such theft is substantial and/or continuous. Substantial and/or continuous theft, for purpose of this provision, shall be defined as thefts cumulatively totaling U.S. $20,000.00 (Twenty thousand dollars U.S. currency) in value during any consecutive twelve months period.
6. Political an/or civil unrest or commotion, strikes, walkouts, riots, vandalism, malicious, mischief, if these prevent the efficient production of process in the plant or seriously affect employer/employee relations.
E. In the event that any provision, term or condition of this agreement is in conflict with any law, rule, regulation, or guideline of the government of the United States or Mexico, or any state or political subdivision of either, or of any department or agency of either, or is in conflict with any judgment, whether by good faith consent or otherwise, of any court of the United States of Mexico, or if either party has received notification of any proposed official action by any such government, agency, department, or court with respect to any such conflict, then, in such event, either party hereto may propose to the other, appropriate modifications to this Lease Agreement (subject agreement in order to any cure rights provided herein) in which caseor avoid such conflict or the effect thereof, and if agreement regarding such modification can not be reached within forty -five days from the making of such proposal, the non-defaulting party parties agree to submit this dispute to arbitration under the rules of the American Arbitration Association as provided below. In the event described before, the remaining provisions shall be entitled to in all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party legal forces and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (at any time considered as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementnull.
Appears in 3 contracts
Sources: Shelter Labor Services Agreement, Shelter Labor Services Agreement (Masimo Corp), Shelter Labor Services Agreement (Masimo Corp)
Termination for Cause. (I) City may terminate this Lease This Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more can be terminated on any of the purpose(s) stated grounds and in Section 1 the following manner:
20.1 Performance based termination: Any franchisee inducted in past six months will not be considered for this exercise. All such franchisees will be given 30 days notice to wind up operations. However monthly review for the franchisees who have been served a Notice of this Lease Agreement Termination will happen for a period next month as per the process outlined above and any monetary penalties will still be applicable on non-performance. Circles must complete the process of ninety (90) appointing new franchisee and hand-over arrangements within 90 days, provided . Franchisees who are terminated will not be eligible to bid for franchisee EOI for that (i) City territory for the next two years. Circle/SSA may not terminate this Lease Agreement if such failure is due use look-after arrangement in these vacant territories.
20.2 Without prejudice to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause other provision for termination for in this reason in any subcontractagreement, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party BSNL shall be entitled to all benefitsforthwith terminate this agreement, remedieswithout any liability to BSNL, or rights afforded by law; or 2) providing notice in writing to the franchisee of this agreement upon or after the happening occurrence of any one of the following events:
i) The filing by events:- If the franchisee commits any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions breach, of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth of this agreement and in case such breach is capable of being remedied, the Senior Mortgage (as defined hereinfranchisee fails to remedy the same within thirty(30) and other loan documents secured thereby, damage or destruction days after receipt of a notice in writing from BSNL giving full particulars of the Leased Premises by firebreach and requiring it to be remedied, tornado or If the franchisee commits any breach, of any of the terms and conditions of this agreement and if such breach is not capable of being remedied, or If the franchisee is found involved in fraud or other casualty illegal or unethical activities in relation to any subject matter associated with this agreement.
20.3 BSNL may also terminate this agreement for any other reason at any time during the term of this agreement by delivering not less than 30 days’ prior written notice of such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss termination to the structure Franchisee.
20.4 If either party suffers distress or execution or commits an act of bankruptcy or insolvency or put into liquidation (otherwise than solely for amalgamation or restriction) or if a receiver is appointed over any part of the Leased Premises if anyparty’s business then the other party shall have a right to terminate this agreement by written notice forthwith.
20.5 In case the Franchisee parts with its business including its assets in favour of any 3rd party directly or indirectly, in accordance with Section 26 of BSNL will have a right to terminate this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling agreement forthwith. The exercising of the Leased Premises in accordance with right of cancellation / termination shall not have the provisions effect of Section 6(A)(I) of this Lease Agreementwaiving any damages to which BSNL might otherwise be entitled to.
Appears in 3 contracts
Sources: Franchise Agreement, Franchise Agreement, Franchise Agreement
Termination for Cause. (I) City Buyer may terminate this Lease Agreement Order, or any part hereof, for cause, in whole the event of any (a) default by Vendor or in part should Lessee fail if Vendor fails to utilize the Leased Premises for one or more comply with any of the purpose(s) stated in Section 1 terms and conditions of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by lawOrder; or 2(b) upon or after the happening of any one of the following events:
i) The filing by any party of Vendor defaults on a material debt obligation, becomes insolvent, files a voluntary petition in bankruptcy;
ii, is adjudicated bankrupt, or has a receiver or trustee appointed for a substantial part of any of its property; or (c) The institution Vendor makes a material liquidation of assets, or reorganization or insolvency proceedings are commenced by or against Vendor; then Buyer shall have the right to terminate this Order. Vendor shall have 10 days to submit an acceptable plan to cure such default to Buyer (unless the default is due to a material threat to health, safety or the environment), and such an event of default must be corrected within 45 days, unless a shorter period of time is required by a customer contract to resolve such a default, in bankruptcy against any party and which case the adjudication more stringent requirements regarding timing shall prevail. Notwithstanding the foregoing, in the event that the default is a health, safety or environmental default, then such default must be cured within 48 hours and/or Buyer shall have the right to terminate this Order, in whole or in part, effective immediately upon delivery of either party a written termination notice. Late deliveries, deliveries of products which are defective or which do not conform to this Lease Agreement as Order, and failure to provide Buyer upon request reasonable assurances of future performance, will allow Buyer to terminate this Order for cause. In the event of a bankrupt pursuant termination for cause, Buyer will not be liable to such proceedings;
iii) The taking Vendor for any amount, and Vendor shall be liable to Buyer for all direct costs, losses, and damages arising from Vendor’s failure to perform or comply with the terms of this Order, in addition to any and all rights and remedies provided by this Order or by law. If it is determined by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes jurisdiction, that Buyer improperly terminated this Order for cause, such termination shall not be the basis deemed a termination for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementconvenience.
Appears in 3 contracts
Sources: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement
Termination for Cause. (I) City may terminate this Lease Agreement in whole or in part should Lessee fail In addition to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which remedies that may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgageeexist, either party may terminate this Lease Agreement for cause in whole or in part for: 1) default on the part of event the other party relating commits a material breach of any provision of this Agreement by giving the other party at least sixty (60) days prior written notice of such termination, unless such default or breach is cured within said sixty (60) days. If either party terminates this Agreement pursuant to this Lease Agreement (subject Section 9, Licensee shall promptly return and cause all agents of Licensee to promptly return to Licensor all Confidential Information and all Coal Briquetting Technology then in Licensee's possession, and Licensee shall not thereafter use for its own commercial benefit or disclose to any cure rights provided hereinthird person any Confidential Information or Coal Briquetting Technology during the period ending three (3) in years from the date of such termination. Notwithstanding the foregoing, information which case(i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the Licensee or its respective members, agents, employees, directors or representatives, (ii) was available to the Licensee on a non-defaulting confidential basis prior to its receiving disclosure hereunder, (iii) lawfully becomes available to the Licensee on a non-confidential basis from a third party shall source (provided that such source is not known by the Licensee or its members, agents, employees, directors or representatives to be entitled to all benefits, remediesprohibited from transmitting the information), or rights afforded (iv) the Licensee is compelled by law; or 2) upon or after the happening of any one of the following events:
i) The filing legal process by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party court or other authority to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes disclose shall not be subject to the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal terms of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject duty to Section 26 of this Lease Agreement and the terms and conditions protect Confidential Information set forth in this section. In the Senior Mortgage case of (as defined hereiniv) above, the Licensee shall give the Licensor prompt written notice of such legal process in order that an appropriate protective order can be sought and other loan documents secured thereby, damage or destruction Licensee agrees not to oppose Licensor's efforts to prevent the disclosure of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementConfidential Information.
Appears in 3 contracts
Sources: License and Binder Purchase Agreement (Covol Technologies Inc), License and Binder Purchase Agreement (Headwaters Inc), License and Binder Purchase Agreement (Headwaters Inc)
Termination for Cause. (I) City may Myomo shall be entitled to terminate this Lease Agreement in whole or in part should Lessee fail and Executive’s employment immediately and without notice for “Cause”. Termination for “Cause” shall mean termination based upon: (i) the failure by Executive to utilize the Leased Premises for one or more follow directions of the purpose(sBoard of Directors in the handling of material matters which are consistent with Executive’s position; (ii) stated the willful or continued engagement by Executive in Section 1 conduct which is materially injurious to Myomo, monetarily or otherwise, including, but not limited to, the disclosure by Executive of Confidential Information (as defined in paragraph 5(a)(i)), which is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), breach by Executive of his fiduciary duties to Myomo, violation by Executive of any restrictive covenant, including covenants not to compete, to solicit Myomo’s clients or employees or disparage Myomo or their officers, employees, business partners, affiliates or representatives, as further defined in paragraph 5 below; (iii) a conviction of, a plea of nolo contendere, a guilty plea or confession by Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iv) Executive’s use, sale or possession of illegal substances, or habitual intoxication while conducting Myomo’s business; (v) a violation of Myomo’s employment policies as specified in the Employee Handbook; (vi) a material breach by Executive of this Lease Agreement Agreement; or (vii) Executive’s willful absence from his employment or willful failure or refusal to perform or gross neglect in the performance of his duties or responsibilities hereunder. Where reasonable, prior to termination under subparagraphs (i) or (v) above, Myomo will provide Executive with written notice of any act or omission it believes constitutes Cause for termination, including stating the reasons for such belief, and Executive shall have thirty (30) days to cure and/or to present his position regarding the matter. In the event of termination of Executive by Myomo for Cause, Myomo shall have no obligation to pay Executive anything other than any salary earned to date and to provide him with any benefit continuation rights as required by law. A termination for Cause will be effective upon Myomo’s delivery to Executive of a period written notice advising him of ninety (90) dayshis termination, provided that a termination for Cause under subparagraphs (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (iiv), in circumstances where thirty (30) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) calendar days advance written notice of its intention to terminate this Lease Agreement for such causehas been given, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default will be effective on the part thirty first (31st) calendar day after Executive’s receipt of said notice if the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which caseconduct constituting Cause has not, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured therebyCompany’s opinion, damage or destruction of the Leased Premises been corrected by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementExecutive.
Appears in 3 contracts
Sources: Employment Agreement (Myomo Inc), Employment Agreement (Myomo Inc), Employment Agreement (Myomo Inc)
Termination for Cause. (I) City Company may terminate this Lease Agreement in whole or in part should Lessee fail Executive’s employment pursuant to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 terms of this Lease Agreement at any time for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no right to compensation, bonus or reimbursement under Section 5. For purposes of this Section 7.02, “cause” shall mean: (i) Executive is convicted of a felony which is directly related to Executive’s employment or the business of Company or could otherwise reasonably be expected to have a material adverse effect on Company’s business, prospects or future stock price which price should be measured over a period of ninety (90) days, provided that (i) City may at least six months. Felonies involving the driving of motor vehicles shall not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and be grounds for termination; (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by Executive is found in a court of competent jurisdiction of either party's assets pursuant civil action to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail have breached his fiduciary duty to secure the dismissal of the proceedings within one hundred twenty Company resulting in direct profit to him; (120) days after the filing of such involuntary proceedings; and
iv) Subject Executive is found in a civil action to have materially breached any provision of Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage 9 or Section 10; (as defined hereinv) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty Executive’s repeated refusal to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises act in accordance with the provisions reasonable directions of Company’s Board directing Executive to perform services consistent with Executive’s status as an officer of Company, which refusal is not cured by Executive within twenty (20) days of Executive’s receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within thirty (30) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the requirements of Section 6(A)(I) 9 of this Lease Agreement shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statute have been determined and no further appeals are permissible.
Appears in 3 contracts
Sources: Employment Agreement (Universal Solar Technology, Inc.), Employment Agreement (Universal Solar Technology, Inc.), Employment Agreement (Universal Solar Technology, Inc.)
Termination for Cause. At any time during the Employment Term, the Company shall have the right, exercisable by serving notice effective in accordance with its terms, to terminate the Executive's employment under this Agreement and discharge the Executive for Cause. If such right is exercised, then, subject to applicable law, the Company's obligation to the Executive shall be limited to the payment of any unpaid Annual Salary, Additional Compensation and other benefits, if any, accrued up to the effective date specified in the Company's notice of termination (I) City may terminate which date shall not be retroactive). As used in this Lease Agreement Section 5.2 and elsewhere in whole or in part should Lessee fail to utilize this Agreement, the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided term "Cause" shall mean that (i) City may there shall have been a material breach by Executive of the terms of this Agreement which either is not terminate this Lease Agreement if such susceptible of cure or which is not cured within a period of ten (10) days after notice thereof, and which shall include, without limitation, the willful and continued failure or refusal by Executive to perform the material duties for which he is due employed or which are assigned to construction him hereunder or rehabilitation after casualty and chronic absenteeism; (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five the Executive has knowingly, willfully and persistently failed or refused to follow the reasonable policies and directives established by the Board of Directors or executive officers of the Company senior to the Executive; (45iii) days advance written notice the Executive has wrongfully misappropriated money or other assets or properties of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement the Company or any other document subsidiary or writing related to this Lease Agreement shall not subject City to liability affiliate of the Company, or has committed fraud; (iv) the Executive has been convicted of or plead "nolo contendere" to any sublease felony; or other person for lost profits (v) the Executive's alcoholism or otherwise resulting drug addiction, unless Executive agrees to seek treatment from or in conjunction with termination for this cause a treatment program approved by the Company and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to promptly commences and completes the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default program. The determination on the part behalf of the other party relating Company as to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party whether "cause" exists shall be entitled to all benefits, remedies, or rights afforded made by law; or 2) upon or after the happening of any one a majority vote of the following events:
i) The filing by any party Company's Board of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementDirectors.
Appears in 3 contracts
Sources: Employment Agreement (Triad Medical Inc), Employment Agreement (Triad Medical Inc), Employment Agreement (Triad Medical Inc)
Termination for Cause. (I) City 8.2.1 The Company may terminate terminate, at any time, the Executive's employment for cause. The term for "cause" for purposes of this Lease Agreement in whole or in part should Lessee fail to utilize shall mean that the Leased Premises for one or more Executive did any of the purpose(sfollowing:
(a) stated Acted dishonestly or incompetently or engaged in Section 1 willful misconduct in the performance of Executive's duties;
(b) Breached fiduciary duties owed to the Company;
(c) Intentionally failed to perform reasonably assigned duties;
(d) Willfully violated any law, rule, or regulation, or court order (other than minor traffic violations or similar offenses), or otherwise committed any act which would have a material adverse impact on the business of the Company; or
(e) Is in breach of this Lease Agreement for a period of ninety and such breach is not cured by Executive within ten (9010) days, provided that (i) City may not terminate this Lease Agreement if such failure is due ' written notice to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City him.
8.2.2 Executive shall provide Lessee with at least forty-five (45) days advance be sent written notice of termination that specifically sets forth in reasonable detail the facts and circumstances upon which the Board of Directors believes that the Executive has given the Company cause for termination of Executive's employment. Said notice shall give the Executive an opportunity, together with legal counsel, to be heard before the Board of Directors of the Company. Termination for cause shall be based on a finding by two-thirds (2/3) of the Board of Directors (not including Executive, should he be a member of the Board of Directors), and said Board shall specify its intention findings concerning said termination in detail. For purposes of this Subsection, no acts, or failure to terminate this Lease Agreement act, on the Executive's part will be considered willful or willfully done unless done, or admitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company.
8.2.3 Notwithstanding the foregoing, however, any conviction of the Executive for such any criminal act involving any violence, dishonesty, fraud, or breach of trust or other felonious behavior, shall result in the automatic termination of Executive's employment, without notice, and without any of the procedures specified in Subsection 8.2.2 above.
8.2.4 In the event that the Executive is terminated for cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party then he shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of receive any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent accrued compensation that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City due and owing him under Section 4 above, but no other benefits or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementcompensation whatsoever.
Appears in 3 contracts
Sources: Executive Employment Agreement (Ballantyne of Omaha Inc), Executive Employment Agreement (Ballantyne of Omaha Inc), Executive Employment Agreement (Ballantyne of Omaha Inc)
Termination for Cause. Studio shall have the right to terminate the Employment Term at any time for cause. As used herein, the term “cause” shall mean (Ia) City may terminate misappropriation of any material funds or property of Studio or any of its related companies; (b) failure to obey reasonable and material orders given by the Chief Financial Officer of Studio or by the Board; (c) any material breach of this Lease Agreement by you; (d) conviction of or entry of a plea of guilty or nolo contendre to a felony or a crime involving moral turpitude; (e) any willful act, or failure to act, by you in whole bad faith to the material detriment of Studio; or (f) material non-compliance with established Studio policies and guidelines (after which you have been informed in part should Lessee fail writing of such policies and guidelines and you have failed to utilize the Leased Premises for one cure such non-compliance); provided that in each such case (other than (a) or more (d) or a willful failure in (b) or repeated breaches, failures or acts of the purpose(ssame type or nature) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance prompt written notice of its intention such cause is given to terminate this Lease Agreement for such causeyou by specifying in reasonable detail the facts giving rise thereto and that continuation thereof will result in termination of the Employment Term, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall cause is not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
cured within ten (II10) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part business days after receipt by you of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, first such notice. If the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement Employment Term is terminated as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured therebythis Paragraph 11, damage or destruction then payment of the Leased Premises specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by fireyou shall be payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to this Paragraph 11, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit then you shall immediately reimburse Studio for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementall paid but unearned sums.
Appears in 3 contracts
Sources: Employment Agreement (DreamWorks Animation SKG, Inc.), Employment Agreement (DreamWorks Animation SKG, Inc.), Employment Agreement (DreamWorks Animation SKG, Inc.)
Termination for Cause. The Board may terminate Executive for cause immediately, without notice, if Company reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of Company funds or other property, or any felony. The Board may also terminate Executive for cause for any of the following:
(Ia) City Breach by Executive of any material provision of this Agreement;
(b) Violation by Executive of any statutory or common law duty of loyalty to Company; or
(c) A material violation by Executive of Company's employment policies; or
(d) Commission of such acts of dishonesty, gross negligence, or willful misconduct as would prevent the effective performance of Executive’s duties or which result in material harm to Company or its business. The Board may terminate this Lease Agreement for cause by giving written notice of termination to Executive, provided, however, if the Board declares Executive to be in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 default of this Lease Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, the Board shall deliver a written demand for substantial performance of such duties and responsibilities to Executive. Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall have a period of ninety (90) days30 days to correct the deficient performance. Upon termination for cause, provided that the obligations of Executive and Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated pursuant to this paragraph, Company shall pay to Executive (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five Executive’s accrued but unpaid Annual Bonus, if any; and (45iii) days advance written notice business expenses incurred prior to the effective date of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement Executive shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remediescontinue to participate in any employee benefit plans except to the extent provided in such plans for terminated participants, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired required by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementapplicable law.
Appears in 3 contracts
Sources: Employment Agreement (Ideal Power Inc.), Employment Agreement (Ideal Power Inc.), Employment Agreement (Ideal Power Inc.)
Termination for Cause. (I) City The Company may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises Executive's employment immediately for one or more Cause for any of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that following reasons: (i) City may not terminate this Lease Agreement if such failure is due to construction an act or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice acts of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement dishonesty or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default fraud on the part of the other party relating Executive resulting or intended to re- ▇▇▇▇ directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense of the Company or any of its subsidiaries; (ii) a willful material breach by the Executive of her duties or responsibilities under this Lease Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; (subject iii) the Executive's conviction of a felony or any crime involving moral turpitude, (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has been given written notice of the acts or omissions constituting such neglect or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within thirty days following such notice, or (v) a material breach by the Executive of any cure rights provided herein) of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive's employment for Cause by giving the Executive written notice of termination specifying in which casereasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, the non-defaulting party Executive shall be entitled to all benefits, remedies, or rights afforded by law; or 2receive only (i) upon or after her base salary pursuant to Section 3.1 earned through the happening date of such termination of employment plus her base salary for the period of any one vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the following events:
i) The filing by any party Company as of a voluntary petition in bankruptcy;
ii) The institution the date of proceedings in bankruptcy against any party such termination of employment, such compensation and benefits to be paid and at the adjudication normal time for payment of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
compensation and benefits and (iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought any reimbursement amounts owing under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement4.
Appears in 3 contracts
Sources: Employment Agreement (Lydall Inc /De/), Employment Agreement (Lydall Inc /De/), Employment Agreement (Lydall Inc /De/)
Termination for Cause. (I) City may terminate The following events, which for purposes of this Lease Agreement in whole or in part should Lessee fail to utilize shall constitute "cause" for termination with the Leased Premises for one or more majority vote of the purpose(sBoard:
(1) stated The willful breach by Employee of any provision of Sections 11, 12, or 13 hereof or any act of fraud, misappropriation, or embezzlement by Employee with respect to any aspect of Employer's business or under circumstances that reflect adversely on Employer in the public eye, in each case in the Board's sole and exclusive determination, shall be cause for immediate termination with immediate curtailment of all compensation, benefits within statutory limitations, and stock option rights.
(2) The willful breach by Employee of Section 1 2 hereof (including but not limited to a refusal to follow lawful directives of this Lease Agreement for the Board) after notice to Employee of the details thereof and a period of ninety 10 days thereafter within which to cure such breach and the failure of Employee to cure such breach to the Board's satisfaction within such 10 day period;
(903) daysThe use of illegal drugs by Employee during the term of this Agreement that, provided in the sole and exclusive determination of the Board, interferes with Employee's performance of his duties hereunder or under circumstances that reflect adversely on Employer in the public eye;
(i4) City may not terminate this Lease Agreement if such failure The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Employee is due to construction bankrupt;
(5) The commencement of involuntary proceedings against Employee for bankruptcy or rehabilitation after casualty and appointment of a receiver because of insolvency;
(ii6) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason If the Employer determines that employee has engaged in any subcontractdishonest conduct in the course of his management duties including by way of example and not by limitation the knowing receipt of kickbacks from suppliers, purchase ordermisappropriation of corporate assets or opportunities, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this causeetc.
(II7) Subject If the circumstances of Employee's personal life, whether or not in the course of management duties, reflects adversely on the Employer such that it would be in the Employer's best interests, in its sole discretion, to terminate its business relations with Employee.
(8) The dissolution of Employer's corporate status;
(9) Employee is convicted of or pleads guilty or nolo contendere to a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence;
(10) Failure of performance by Employee that is repeated or continued after 30 day written notice to Employee of such failure and that is determined by the Board to be injurious to the rights business or interests of any MortgageeEmployer and which failure is not cured by Employee within such 30 day period in the Board's sole determination. Any notice of discharge shall describe with reasonable specificity the cause or causes for the termination of Employee's employment, either party may terminate this Lease Agreement in whole or in part for: 1) default on as well as the part effective date of the other party relating to this Lease Agreement termination (subject to which effective date may be the date of such notice). If Employer terminates Employee's employment for any cure rights provided herein) in which caseof the reasons set forth above, the non-defaulting party Employer shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or have no further obligations hereunder from and after the happening effective date of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement termination (other than as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementbelow).
Appears in 3 contracts
Sources: Employment Agreement (Prime Companies Inc), Employment Agreement (Prime Companies Inc), Employment Agreement (Prime Companies Inc)
Termination for Cause. Following Executive’s Termination for Cause, Employers shall pay Executive any accrued but unpaid Base Salary through the date of termination of Executive’s employment (I) City may terminate this Lease Agreement payable in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee accordance with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such causeEmployers’ normal payroll practices), and City shall incur no liability to Lessee any earned but unpaid Incentive Compensation for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontractprior period, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause pro rata and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default extent earned (payable on the part of the other party relating to this Lease schedule as provided in Agreement (paragraph 4(b) above). Any outstanding equity awards shall be subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado applicable plan and applicable award agreement. Executive shall have no right to any other compensation or other casualty to such an extent that they are rendered untenable or substantially unfit benefits (except for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises vested benefits under any employee benefit plan in accordance with the provisions terms of Section 6(A)(Ithe plan and any right to continued health coverage under COBRA or similar state law) for any period after a Termination for Cause. For purposes of this Lease Agreement, “Termination for Cause,” which shall be determined by Employers’ Boards of Directors in the reasonable exercise of their discretion and acting in good faith, is a termination of Executive’s employment as a result of Executive’s dishonesty; willful misconduct; incarceration for ten (10) or more days; breach of fiduciary duties; intentional failure to perform his job duties; willful violation of any law (other than minor traffic violations or less serious offenses) or a final cease-and-desist order; the regulatory suspension or removal of Executive as defined in Agreement paragraph 8; Executive’s failure or refusal to follow instructions of the Boards of Directors of Employers; or Executive’s material breach of the terms of this Agreement, which material breach of this Agreement is not cured (to the extent deemed curable by the Boards) by Executive within 10 calendar days after his receipt of Employers’ written notice thereof, including, without limitation, failure by Executive to perform Executive’s duties and responsibilities in the manner and to the extent required under this Agreement. The termination of Executive’s employment shall not be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted in good faith by the affirmative vote of not less than two-thirds of the membership of Employers’ Boards of Directors (other than Executive, if applicable) at a meeting of the Boards called and held for such purpose (after at least fifteen (15) days prior written notice of such meeting and Executive’s alleged improper conduct is communicated to Executive and Executive (together with Executive’s counsel) is given an opportunity to be heard before the Boards of Directors), finding that Executive is guilty of the conduct described as Termination for Cause and specifying in detail the grounds for its decision, and further that the specified conduct remains uncured pursuant to the terms hereof or was not capable of cure. Employers’ Boards of Directors, in their discretion, may place Executive on a paid leave of absence for all or any portion of the period of time from the delivery of the written notice described in this Agreement until the effective date of the Termination for Cause, or the date on which Executive returns to work from such paid leave of absence.
Appears in 3 contracts
Sources: Employment Agreement (Atlantic Capital Bancshares, Inc.), Employment Agreement (Atlantic Capital Bancshares, Inc.), Employment Agreement (Atlantic Capital Bancshares, Inc.)
Termination for Cause. The Company may terminate your employment and this Agreement for Cause upon written notice following its determination that you have committed any of the following acts (“Termination for Cause”):
(A) conviction of or a guilty/no contest plea to a felony or a crime involving moral turpitude, the nature and circumstances of which are determined in the Company’s discretion to disqualify you from continued employment with Company;
(B) fraud;
(C) embezzlement or other misappropriation of funds;
(D) material misrepresentation with respect to the Company;
(E) substantial and/or repeated failure to perform duties;
(F) gross negligence or willful misconduct in the performance of duties;
(G) commission of any act or involvement in any situation, or occurrence, whether before or during the Term, or which brings (or if made public, would reasonably be expected to bring) you or the Company into widespread public disrepute, contempt, scandal or ridicule, or which justifiably shocks, insults or offends a significant portion of the community, or your or the Company being subject to publicity for any such conduct or involvement in such conduct;
(H) material violation of the Employee Handbook, the Code of Conduct or any other written Company policy; or
(I) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 material breach of this Lease Agreement Agreement. Prior to any Termination for a period of ninety (90) daysCause, the Company will provide you with notice setting forth the reasons that Cause exists, in which case you will have an opportunity to cure, provided a cure is reasonably possible and timely effected, to the Company’s satisfaction and is not a matter that (i) City may was the general subject matter of an earlier cure notice given to you. It is expressly understood that the Company’s ability to effect a Termination for Cause is not terminate an exclusive remedy, and further that nothing in this Lease Agreement if such failure prevents the Company from obtaining any and all appropriate remedies for any injury that arises out of or is due related to construction or rehabilitation after casualty and (ii) City may not terminate any breach of this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice In the event of its intention to terminate this Lease Agreement your Termination for such causeCause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall you will be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening payment of any one accrued but unpaid Base Salary due to you through the date of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120payable no later than thirty (30) days after such termination); any accrued, but unpaid vacation to the filing of such involuntary proceedingsextent required by Company policy or law; and
ivaccrued, but unreimbursed business expenses (payable as provided in paragraph 4(b) Subject above); and other unpaid amounts, if any, then due to Section 26 of this Lease Agreement and you under Company benefit plans or programs, which will be payable as provided by the terms and conditions set forth in of such plans (collectively, the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement“Accrued Amounts”).
Appears in 3 contracts
Sources: Employment Agreement (Versant Media Group, Inc.), Employment Agreement (Versant Media Group, Inc.), Employment Agreement (Versant Media Group, Inc.)
Termination for Cause. (I) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may The Company shall have the right to terminate Executive’s employment with the Company at any time for “Cause”, which shall include, but is not terminate limited to, the following:
(A) Executive is convicted of or Executive pleads guilty or nolo contendere to, any felony, or Executive is convicted of, or Executive pleads guilty or nolo contendere to, any crime or offense (whether or not involving the Company or any of its affiliates) either (A) constituting a crime of moral turpitude that is punishable by imprisonment in a state or federal correction facility, or (B) involving acts of theft, fraud or embezzlement;
(B) Executive’s misconduct that causes material harm to the Company’s business reputation, or commission of a material act of dishonesty involving the Company or its affiliates;
(C) Material fraud with respect to the Company or any of its affiliates;
(D) a material breach by Executive of his obligations under this Lease Agreement if or any other written agreement with the Company, which Executive fails to cure within 30 days after receipt of written notice of such failure is due breach; and
(E) breach of the Company’s policies or procedures which causes, or could reasonably be expected to construction cause, material harm to the Company or rehabilitation its affiliates, which Executive fails to cure within 30 days after casualty and receipt of written notice of such breach.
(ii) City may If the Company terminates Executive’s employment for Cause at any time, then: (A) Executive will not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written be entitled to pay in lieu of notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related such compensation, and all compensation and benefits payable to Executive under this Lease Agreement shall not subject City terminate on Executive’s date of termination, and (B) the Company agrees to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause pay Executive the Base Salary and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(IIbenefits under Section 4(a) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1and Section 4(e) default on the part that have accrued as of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing date of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementtermination.
Appears in 2 contracts
Sources: Executive Employment Agreement (iBio, Inc.), Executive Employment Agreement (iBio, Inc.)
Termination for Cause. (I) City may terminate The Corporation shall have no obligation to make payments of any kind to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment with the Corporation is terminated on account of the Executive's discharge for cause. For purposes of this Lease Agreement in whole or in part should Lessee fail to utilize paragraph 5, the Leased Premises Executive shall be considered terminated for "cause" if he is discharged by the Corporation on account of the occurrence of one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
(i) The filing the Executive becomes addicted to drugs or alcohol;
(ii) the Executive discloses confidential information in violation of paragraph 4(a) or engages in competition in violation of paragraph 4(b) to the detriment of the Corporation and/or Thane;
(iii) the Corporation is directed by any party regulatory or governmental authorities to terminate the employment of the Executive or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the Corporation;
(iv) the Executive is convicted of a voluntary petition in bankruptcyfelony crime (other than a felony resulting from a minor traffic violation);
ii(v) The institution the Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) the Executive has been given a period of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty thirty (12030) days after such notice to cure such misconduct. However, no notice or cure period shall be required if Executive's disregard of his duties has materially and adversely affected the filing Corporation and/or Thane;
(vi) any event of such involuntary proceedings; and
iv) Subject willful misconduct to Section 26 of this Lease Agreement and the terms and conditions set forth extent that, in the Senior Mortgage reasonable judgment of the Board, the Executive's credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or
(vii) the Executive commits an act of fraud against the Corporation and/or Thane, violates a duty of loyalty to the Corporation and/or Thane as defined herein) and other loan documents secured thereby, damage under Florida law or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementviolates paragraph 2.
Appears in 2 contracts
Sources: Employment Agreement (Thane International Inc), Agreement and Plan of Merger (Thane International Inc)
Termination for Cause. (I) City The Company may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises Employee's employment for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that Cause if (i) City may not the Employee willfully, substantially, and continually fails to perform the duties for which he is employed by the Company, (ii) the Employee willfully fails to comply with the reasonable instructions of the President and Chief Executive Officer of the Company, (iii) the Employee willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company, (iv) the Employee willfully engages in an act or acts of dishonesty resulting in material personal gain to the Employee at the expense of the Company, (v) the Employee is convicted of a felony, (vi) the Employee engages in an act or acts of gross malfeasance in connection with his employment hereunder, (vii) the Employee commits a material breach of the confidentiality provision set forth in Section 15, or (viii) the Employee exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Employee's employment for Cause by giving him written notice of termination at least 45 days before the date of such termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Employee's employment for Cause, the Employee shall be entitled to receive (i) his base salary pursuant to Section 3.1 and any other compensation and benefits to the extent actually earned pursuant to this Lease Agreement if or any benefit plan or program of the Company as of the date of such failure is due to construction termination at the normal time for payment of such salary, compensation or rehabilitation after casualty benefits and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought amounts owed under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions reimbursement policy of Section 6(A)(I) of this Lease Agreement5.
Appears in 2 contracts
Sources: Employment Agreement (Great Atlantic & Pacific Tea Co Inc), Employment Agreement (Great Atlantic & Pacific Tea Co Inc)
Termination for Cause. Immediately following notice of termination for "Cause" (I) City may terminate as defined below), specifying such Cause, given by the Company (termination pursuant to this Lease Agreement in whole or in part should Lessee fail Section 6.3 being referred to utilize the Leased Premises herein as termination for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days"Cause"). As used herein, provided that "Cause" means (i) City may termination based on Consulting Executive's conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not terminate this Lease Agreement if such failure is due to construction a felony), or rehabilitation after casualty and any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) City may not terminate Consulting Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Consulting Executive's failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Consulting Executive's supervisor(s) that are within the scope of Consulting Executive's duties; (iv) Consulting Executive's breach of this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreementagreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a felony violation of the federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. City Any determination of for Cause termination shall provide Lessee with at least forty-five be made by the Board of Directors of the Company after having first given thirty (4530) days advance written notice to Consulting Executive of its intention to terminate this Lease Agreement for such causedetermination, and City shall incur no liability afforded Consulting Executive the opportunity to Lessee for such terminationbe heard by the full Board of Directors. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or Notwithstanding any other document or writing related to provision in this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damagesAgreement, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt if Consulting Executive is terminated pursuant to such proceedings;
subsection (iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementSection 6.3 for poor job performance, excluding refusal to perform his duties, Consulting Executive shall have sixty (60) days to cure the behavior upon which the threatened termination is based.
Appears in 2 contracts
Sources: Employment Agreement (TechAlt, Inc.), Employment Agreement (TechAlt, Inc.)
Termination for Cause. (I) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more The Company, upon a vote of the purpose(s) stated in Section 1 Company’s Board of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party Directors shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of immediately terminate Executive’s employment in any one of the following eventscircumstances, each of which shall constitute "Cause" for such termination:
i(a) The filing the breach by Executive, in any party material respect, of this Agreement (including, without limitation, the refusal or other failure by Executive to perform any of Executive’s duties hereunder other than a failure to perform resulting from death or Disability) and failure by Executive to cure such breach within ten (10) days of written notice thereof from the Company;
(b) the commission by Executive of any act of dishonesty, fraud, material misrepresentation or moral turpitude in connection with his employment, including, but not limited to, misappropriation or embezzlement of any funds of the Company or any of its affiliates;
(c) the commission by Executive of any (1) willful misconduct or gross negligence, or (2) intentional act having the effect of, or that may have the effect of, injuring the reputation, business or business relationships of the Company or any of its affiliates, and which intentional act the Board deems to not be in the best interests of the Company;
(d) the entering by Executive of a voluntary petition in bankruptcyplea of guilty or nolo contendere to, or the conviction of Executive for, a crime (other than a routine traffic offense);
ii(e) The institution Executive’s abuse of proceedings in bankruptcy against any party and alcohol, prescription drugs or controlled substances to a degree which interferes with his performance on behalf of the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedingsCompany;
iii(f) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions Executive’s deliberate disregard of any Federal Reorganization Actlawful material rule or policy of the Company or order of the Company’s Board of Directors and failure to cure the same within ten (10) days of written notice thereof from the Company; or
(g) Executive’s excessive absenteeism other than for reasons of illness, which such absenteeism is not cured after written notice from the Company with respect thereto. Any involuntary proceedings based on insolvency statutes If Executive is terminated for any of the causes referred to in the above sub-paragraphs (a) through (g), all obligations of the Company under this Agreement shall automatically cease and Executive shall only be entitled to receive Executive’s then applicable Base Salary through the date of termination, any business expenses or fringe benefits otherwise due to Executive, and any Retention Bonus and/or Sales Bonus earned by Executive and not yet paid. Executive shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail entitled to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of any other salary, payments or benefits otherwise payable under this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementexcept as otherwise required by law.
Appears in 2 contracts
Sources: Employment Agreement (Cross Canyon Energy Corp.), Employment Agreement (Cross Canyon Energy Corp.)
Termination for Cause. (I) City The employment of the Employee may be terminated for Cause at any time; provided, however, that before the Company may terminate this Lease Agreement in whole or in part should Lessee fail the Employee's employment for Cause for any reason that is susceptible to utilize cure, the Leased Premises for one or more of Company shall first send the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance Employee written notice of its intention to terminate this Lease Agreement for Cause, specifying in such causenotice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and City the Employee shall incur no liability have 60 days from receipt of such written notice to Lessee satisfy such conditions. If such conditions are satisfied within such 60-day period, the Company shall so advise the Employee in writing. If such conditions are not satisfied within such 60-day period, the Company may thereafter terminate this Agreement for such Cause on written Notice of Termination (as defined in SECTION 13(A)) delivered to the Employee describing with specificity the grounds for termination. Lessee’s failure to include a clause for Immediately on termination for this reason in any subcontract, purchase order, agreement or any other document or writing related pursuant to this Lease Agreement SECTION 11(A), the Company shall not subject City pay to liability the Employee in a lump sum his then current Base Salary under SECTION 4(A) on a prorated basis to any sublease or the Date of Termination (as defined in SECTION 13(B)). On termination pursuant to this SECTION 11(A), the Employee shall forfeit (i) his Bonus under SECTION 4(B) for the year in which such termination occurs, and (ii) all unvested Options and other person for lost profits or otherwise resulting from or in conjunction with termination for this cause options, warrants and Lessee expressly waives any damagesrights relating to capital stock of the Company, delay damages, or indirect costs which may arise from termination except those issued prior to the date of this Lease Agreement in whole or in part for Agreement. For purposes of this cause.
Agreement, Cause shall mean: (II1) Subject to the rights a material breach of any Mortgageeof the terms of this Agreement that is not immediately corrected following written notice of default specifying such breach; (2) repeated intoxication with alcohol or drugs while on Company premises during its regular business hours to such a degree that, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part reasonable judgment of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which casemanagers of the Company, the non-defaulting party shall be entitled to all benefits, remedies, Employee is abusive or rights afforded by lawincapable of performing his duties and responsibilities under this Agreement; (3) conviction of a felony; or 2(4) upon or after the happening misappropriation of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss property belonging to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise Company and/or any of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementaffiliates.
Appears in 2 contracts
Sources: Employment Agreement (General Devices Inc), Employment Agreement (General Devices Inc)
Termination for Cause. (I) City CECO may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises at any time for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) daysCause, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party case Employee shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after receive Base Salary accrued through the happening date of any one such termination. Any of the following eventsshall constitute “Cause”:
(i) The filing any material breach by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions Employee of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings terms of this Agreement where such breach is not cured within one hundred twenty thirty (12030) days after the filing written notice of such involuntary proceedings; andbreach is delivered to Employee;
iv(ii) Subject to Section 26 any breach by Employee of this Lease Agreement and any of the terms and conditions of his non-competition agreement set forth in Section 9 with CECO or the Senior Mortgage Employee Innovations and Proprietary Rights Assignment Agreement between Employee and CECO;
(as defined hereiniii) and other loan documents secured thereby, damage intoxication with alcohol or destruction drugs while on the premises of CECO or any of the Leased Premises by fire, tornado Companies or other casualty any customer or potential customer to such an the extent that they are rendered untenable in the reasonable judgment of management, Employee is abusive or substantially unfit for his ability to perform his duties and responsibilities under this Agreement is impaired;
(iv) conviction of a felony or any misdemeanor involving dishonesty, theft, the purpose for which they were leased unless same may be repaired by City failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or Lessee using the proceeds of insurance providing coverage for loss any other crime likely to the structure result in public disparagement with respect to any of the Leased Premises if any, in accordance with Section 26 Companies;
(v) intentional misappropriation of this Lease Agreement, or, Lessee’s exercise of its option property belonging to not maintain, repair CECO or replace damage to the foundation, walls, roof or ceiling any of the Leased Premises Companies;
(vi) illegal business practices in accordance connection with any of CECO or the provisions Companies’ businesses which could have a material adverse effect on CEC’s, CECO’s, CECO’s or any of Section 6(A)(Ithe Companies’ or their business or financial position or reputation;
(vii) excessive absence of this Lease AgreementEmployee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is delivered to Employee describing the nature of such excess absences and affording Employee one more opportunity to avoid excess absences; or
(viii) failure of Employee to obey directions of the Board of Directors of CECO or chief executive officer of CECO, provided that Employee has been given written notice of such directions.
Appears in 2 contracts
Sources: Employment Agreement (Ceco Environmental Corp), Employment Agreement (Ceco Environmental Corp)
Termination for Cause. (I) City may RIVERSIDE may, by written notice to Seller, terminate this Lease Agreement Order, in whole or in part should Lessee fail part, for default if: (a) Seller fails to utilize the Leased Premises for one or more of the purpose(s) stated perform in Section 1 accordance with any requirement of this Lease Agreement Order or fails to make sufficient progress thereby endangering the timely performance of this Order; (b) Seller ceases to conduct business in the normal course, is declared insolvent, undergoes any procedure for the suspension of payment, makes a period general assignment for the benefit of ninety creditors or a petition for bankruptcy, reorganization, dissolution or liquidation is filed by or against it; or (90c) daysany receiver, provided that (i) City may not terminate this Lease Agreement if trustee or custodian is appointed to take possession of all or a substantial part of Seller’s assets or any committee of Seller’s creditors is formed for the purposes of monitoring or investigating the financial affairs of Seller or enforcing such failure is due creditors’ rights. Any such termination shall be at no cost to construction or rehabilitation after casualty RIVERSIDE except for completed Products delivered and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention accepted by RIVERSIDE prior to terminate this Lease Agreement for such causetermination, and City Seller shall incur no liability repay to Lessee for such terminationRIVERSIDE any payments made in excess thereof. Lessee’s failure to include a clause for The termination for of any part of this reason in any subcontract, purchase order, agreement or any other document or writing related Order pursuant to this Lease Agreement Section 17 shall not subject City to liability affect either party’s obligations as to any sublease or other person for lost profits non-terminated parts. In the event of termination pursuant to this Section 17, RIVERSIDE may procure or otherwise resulting from obtain, upon such terms and in such manner as RIVERSIDE may deem appropriate, goods and services similar to Products not provided to RIVERSIDE hereunder, and Seller shall be liable to RIVERSIDE for any damages arising therefrom, including attorneys’ fees and excess costs incurred by RIVERSIDE. The obligations hereunder which by their terms might apply after the completion or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole Order (including Sections 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23 and 25) shall survive such completion or in part for this causetermination.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Purchase Order, Purchase Order Terms and Conditions
Termination for Cause. This Agreement may be terminated at any time in accordance with the following provisions:
(Ia) City may terminate this Lease Agreement by written notice from Hoth to Voltron in whole or in part should Lessee fail to utilize the Leased Premises for one or more event of the purpose(s(i) stated in Section 1 a breach of any material term of this Lease Agreement by Voltron that is not cured within ninety (90) calendar days after receipt by Voltron of written notice from Hoth specifying the nature of and basis for a period of the asserted breach; provided, that if such breach cannot reasonably be cured within ninety (90) days, provided that such breach shall be deemed cured if Voltron commences to cure such breach within such 90-day period and diligently thereafter pursues such cure, or (ii) the commencement by or against Voltron of any bankruptcy, insolvency or reorganization proceeding which has not been dismissed within ninety (90) days after commencement; or
(b) by written notice from Voltron to Hoth the event of (i) City may a breach of any material term of this Agreement by Hoth that is not terminate this Lease Agreement cured within ninety (90) calendar days after receipt by Hoth of written notice from the Company specifying the nature of and basis for the asserted breach; provided, that if such failure is due breach cannot reasonably be cured within ninety (90) days, such breach shall be deemed cured if Hoth commences to construction cure such breach within such 90-day period and diligently thereafter pursues such cure, or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement the commencement by or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights against Hoth of any Mortgageebankruptcy, either party may terminate this Lease Agreement in whole insolvency or in part for: 1) default on the part of the other party relating to this Lease Agreement reorganization proceeding which has not been dismissed within ninety (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (12090) days after commencement. In the filing of such involuntary proceedings; and
iv) Subject event that Hoth fails to Section 26 of this Lease Agreement and purchase the terms and conditions set forth Membership Interests as provided in the Senior Mortgage (as defined herein) MIPA, Voltron may immediately terminate this Agreement on written notice to Hoth and other loan documents secured thereby, damage or destruction this Agreement shall be terminated and of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementno further force and effect.
Appears in 2 contracts
Sources: Development and Royalty Agreement, Development and Royalty Agreement (Hoth Therapeutics, Inc.)
Termination for Cause. (Ia) City Both parties are entitled – at their own option - to terminate this Agreement prematurely for just cause with or without notice. Just cause shall be presumed in particular in cases where one party
1) becomes insolvent or – voluntarily or involuntarily - applies for insolvency or bankruptcy proceedings of any kind;
2) breaches this Agreement so substantially or with such a lasting effect that the non-breaching party cannot be expected to adhere to this Agreement until the end of the cancellation period;
3) repeats a breach of this Agreement or does not cease a continued breach within two weeks despite written admonition.
b) Moreover, MANUFACTURER may terminate this Lease Agreement prematurely – at its own option - with or without notice in whole or cases where
1) DISTRIBUTOR fails to meet the annual minimum quantities as set out in part should Lessee fail Clause 8 herein by more than 20%. MANUFACTURER shall have no right to utilize terminate the Leased Premises for one or more Agreement if DISTRIBUTOR proves that the failure to meet the minimum quantities was occurred with no fault of the purpose(shis own;
2) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that if DISTRIBUTOR is either (i) City may in default for more than 60 calendar days in accepting any or all of the Products ordered and does not correct such default after receipt of a warning letter pointing out such default and demanding correction of such default within a reasonable period of time and stating MANUFACTURER’s intention to terminate this Lease the Agreement if such failure is due to construction otherwise or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with is repeatedly (at least forty-five (45twice) in default for more than 60 calendar days advance in accepting any or all of the Products ordered and has received above mentioned warning letter after the previous default. DISTRIBUTOR shall also be in default if the contract products have been ordered but cannot be delivered since their payment is not assured. MANUFACTURER shall have no right to terminate the Agreement if DISTRIBUTOR proves that the default was occurred with no fault of his own;
3) the shareholders or the management of DISTRIBUTOR have changed without MANUFACTURER’s prior written notice of its intention approval, even though this approval could have been obtained, and where MANUFACTURER refuses retroactive approval for factually justifiable cause.
4) MANUFACTURER shall exercise his right to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to prematurely at the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or latest 3 months after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing having knowledge of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementcase.
Appears in 2 contracts
Sources: Distribution Agreement, Exclusive Distribution Agreement (Gilla Inc.)
Termination for Cause. (I) City The Company may terminate the Employee's employment for Cause, without any obligation to provide notice of termination or pay any amounts in lieu thereof, except to the extent required by applicable employment standards legislation. For purposes of this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more Agreement, "Cause" means any of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that following: (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and following fifteen (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (4515) days advance written notice to the Employee setting forth in reasonable detail the nature of the Cause, the Employee's continued substantial violations of Employee's employment duties or willful disregard of commercially reasonable and lawful directives from the Managing Executive, after Employee has received a written demand for performance from the Managing Executive that sets forth the factual basis for the Company's belief that Employee has not substantially performed Employee's duties or willfully disregarded directives from the Managing Executive; (ii) the Employee's moral turpitude, dishonesty or gross misconduct in the performance of Employee's duties or which has materially and demonstrably injured the finances or future business of the Company or any of its intention Affiliates as a whole; (iii) following fifteen (15) days advance written notice to terminate the Employee setting forth in reasonable detail the nature of the Cause, the Employee's material breach of this Lease Agreement for such causeor the EPIA; (iv) the Employee's conviction of, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in or guilty plea to, any subcontract, purchase order, agreement indictable offence or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damagesact of fraud, delay damagesmisappropriation, embezzlement, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on like involving the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by lawCompany's property; or 2(v) upon an act of wilful misconduct, disobedience or after wilful neglect of duty that is not trivial and has not been condoned by the happening of any one of the following events:
Company; provided, however, that no such act or event described in clauses (i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
(iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementparagraph (a) shall constitute Cause hereunder if the Employee has fully cured such act or event during the applicable fifteen (15) day notice period.
Appears in 2 contracts
Sources: Employment Agreement (N-Able, Inc.), Employment Agreement (N-Able, Inc.)
Termination for Cause. (I) City Chugach may terminate this Lease Agreement ▇▇▇▇▇’ employment for “cause” immediately upon written notice to ▇▇▇▇▇, provided, however, that ▇▇▇▇▇ must be given ten (10) days written notice of cause for termination and the opportunity to cure such cause within that time if the Board in whole its reasonable discretion determines that (1) the cause for termination is capable of being cured and (2) no similar conduct or failure that was previously cured has occurred. Such notice shall specify in part should Lessee fail to utilize reasonable detail the Leased Premises acts or omissions that constitute cause for one or more of the purpose(s) stated in Section 1 termination. For purposes of this Lease Agreement for Agreement, “cause” means a period of ninety (90) daysbusiness-related reason that is not arbitrary, provided that capricious or illegal and which is based on facts (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty supported by substantial evidence, and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreementreasonably believed by the Board of Directors to be true. City shall provide Lessee with at least forty-five (45) days advance written notice Examples of its intention to terminate this Lease Agreement “cause” for such causetermination of employment are provided in Chugach Operating Policy 013 dated September 19, 2001, and City shall incur no liability are incorporated herein by reference to Lessee for such termination. Lessee’s the extent they are consistent with this Agreement, and may also include the following: willful and repeated failure or refusal to carry out reasonable orders, instructions, or directives of the Board of Directors; material acts of dishonesty, disloyalty or competition related to the business of Chugach or its relationships with employees, suppliers, contractors, customers or others with whom Chugach does business; refusal or failure to include furnish material information concerning Chugach’s affairs as reasonably requested by or under the authority of the Board of Directors, or falsification or misrepresentation of such information, conviction of a clause for termination for this reason in any subcontractcrime constituting fraud, purchase orderintentional dishonesty, agreement moral turpitude, or other conduct that materially compromises the reputation of the employee or Chugach; or any other document act, course of conduct, or writing related omission that has or is reasonably likely to this Lease Agreement have a material adverse effect on Chugach, its business or financial position, or its goodwill or reputation. In the event of the involuntary termination of his employment for cause, ▇▇▇▇▇ shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefitsreceive any compensation or benefits hereunder other than (1) his Salary earned through the effective date of ▇▇▇▇▇’▇ termination, remedies, or rights afforded by law; or (2) upon or after the happening of any one of the following events:
iaccrued, unused annual leave, and (3) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought vested employee benefits under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by firegoverning plan documents and policies. In the event of termination for cause under this Section, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for ▇▇▇▇▇’ obligations under Sections 8 and 9 shall continue under the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 terms and conditions of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Chugach Electric Association Inc), Employment Agreement (Chugach Electric Association Inc)
Termination for Cause. (Ia) City This Agreement may terminate this Lease Agreement in whole be terminated immediately upon notice by the University for cause. Termination for cause may be based on any one of the following grounds:
(i) Any material failure of Instructor to perform the duties of his or in part should Lessee fail to utilize the Leased Premises her position.
(ii) Material violation of any Regent Law or Policy, System Administrative Policy Statement (APS) or Campus, College, School or Department rule or policy.
(iii) Being found responsible by [INSERT NAME OF CAMPUS INVESTIGATORY OFFICE] for violating one or more of the purpose(sfollowing policies: Discrimination and Harassment, Sexual Harassment and/or Amorous Relationships.
(iv) stated Conduct which would be grounds for termination of a tenured faculty member pursuant to the Regent Policy on faculty Dismissal for Cause.
(v) The Instructor is indicted, bound over for trial, or a finding of probable cause is otherwise made, or the Instructor enters a plea of guilty or of nolo contendere, whichever comes earlier, in Section 1 a criminal case (excluding minor traffic offenses).
(vi) For Individuals New to the University: The Instructor fails to comply with Paragraphs 17 and 18 of this Lease Agreement Contract.
(b) Prior to termination for a period cause, the appointing authority shall inform Instructor in writing of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreementthe alleged grounds for termination. City shall provide Lessee with at least forty-five (45) days advance The written notice of its intention intent to terminate this Lease Agreement shall provide Instructor five calendar days to request a meeting to discuss the alleged grounds for termination, with termination becoming final at the end of the fifth day if Instructor does not request such causemeeting. If Instructor does request such meeting, the appointing authority shall schedule a meeting with Instructor within a reasonable time. The appointing authority shall promptly thereafter issue a written decision, and City that decision shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this causebe final.
(IIc) Subject to the rights of any MortgageeThe parties expressly acknowledge and agree that if Instructor’s employment is terminated for cause under this paragraph 6, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party then Instructor shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening payment of any one only those amounts earned as of the following events:
i) The filing by any party effective date of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Instructor Employment Agreement, Non Tenure Track Faculty Member Term Contract
Termination for Cause. (I) City The Employer may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises Executive’s employment at any time for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) daysCause, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee providing Executive with at least forty-five (45) days advance written 30 days’ notice of its intention such proposed termination and 15 days to terminate remedy the alleged defect. In this Lease Agreement for such causeAgreement, “Cause” means the wilful and City shall incur no liability continued failure by the Executive to Lessee for such termination. Lesseesubstantially perform, or otherwise properly carry out, the Executive’s failure duties on behalf of RBA Pubco or an affiliate, or to include a clause for termination for this reason follow, in any subcontractmaterial respect, purchase orderthe lawful policies, agreement procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), or the Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other document act or writing related to omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damagesdefinition, delay damagesno act, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject failure to the rights of any Mortgageeact, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of a Executive shall be considered “wilful” unless done, or omitted to be done, by the other party relating Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not opposed to, the best interests of the Employer and its affiliates. In the event of termination for Cause, all unvested stock options granted to this Lease Agreement the Executive pursuant to the terms of the RBA Pubco’s Stock Option Plan (the “Option Plan”) will immediately be void on the date the Employer notifies the Executive of such termination. The Executive will have 30 days from the date of termination to exercise any options which have vested prior to the date of termination, subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fireOption Plan and the applicable individual option agreements. In the event of termination for Cause, tornado or other casualty the rights of the Executive with respect to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss any performance share units (“PSUs”) granted pursuant to the structure of RBA Pubco’s Performance Share Unit Plan (the Leased Premises if any“PSU Plan”), in accordance with Section 26 of this Lease Agreementand pursuant to any and all PSU grant agreements, orrespectively, Lessee’s exercise of its option to not maintain, repair or replace damage will be governed pursuant to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementPSU Plan.
Appears in 2 contracts
Sources: Employment Agreement (Ritchie Bros Auctioneers Inc), Employment Agreement (Ritchie Bros Auctioneers Inc)
Termination for Cause. (I) City may The Company shall have the right to terminate this Lease Agreement in whole or in part should Lessee fail and Executive’s employment, by written notice to utilize the Leased Premises Executive, for one or more any of the purpose(sfollowing causes (a “Termination for Cause”):
(a) stated fraud or willful or intentional misrepresentation in connection with the Executive’s performance of his duties hereunder;
(b) the failure by the Executive to substantially perform his duties hereunder;
(c) the failure by the Executive to follow the lawful directives of the Chief Executive Officer and the Board;
(d) willful or intentional conduct by the Executive that is detrimental to the Company’s reputation, goodwill or business operations in any material respect;
(e) breach or threatened breach by the Executive of the restrictive covenants incorporated in Section 1 4 hereof;
(f) the Executive’s conviction for, or plea of this Lease Agreement nolo contendere to a charge of commission of, a felony or a violation of federal or state securities laws; or
(g) a material breach of the representations in Section 6.2 hereof. In no event shall the Executive be considered to have been terminated for “Cause” unless the Company delivers a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention termination to terminate the Executive identifying in reasonable detail the acts or omissions constituting “Cause” and the provision of this Lease Agreement relied upon. In the case where such acts or omissions are not capable of cure, the Executive’s termination will take effect upon his receipt of such notice. In the case where such acts or omissions are capable of cure, the Executive’s termination will take effect 15 days following his receipt of such notice if such acts or omissions are not cured by Executive by such date, provided the Company may suspend the Executive’s employment or place him on leave of absence pending such cure. For the avoidance of doubt, mere failure of the Company to achieve earnings goals shall not constitute “Cause.” Upon any Termination for such causeCause, all payments, contributions and other benefits to Executive under Section 2 of this Agreement shall cease immediately, with the exception of reimbursement of authorized, ordinary and necessary business expenses already incurred, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement compensation already earned or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination vested as of this Lease Agreement in whole or in part for this causethat date.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Omnicare Inc), Employment Agreement (Omnicare Inc)
Termination for Cause. (I) City Adaptec and Employee agree that Adaptec may terminate Employee’s employment and terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises at any time “for cause,” which shall include any one or more of the purpose(sfollowing reasons:
(1) stated A deliberate or serious violation of the Employee’s material duties as assigned by Adaptec’s CEO;
(2) Refusal or unwillingness to perform such material duties in Section 1 good faith and to the best Employee’s ability upon request by Adaptec’s CEO or his designee;
(3) A breach or violation of any other terms or conditions of this Lease Agreement for a period Agreement, including the Employee Proprietary Information Agreement;
(4) Neglect or poor performance of ninety (90) daysduties, provided that (i) City may if not terminate this Lease Agreement if such failure is due remedied to construction or rehabilitation Adaptec’s CEO’s satisfaction after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice has been given to the Employee by Adaptec’s CEO or his designee;
(5) Conviction of its intention to terminate this Lease Agreement for such causethe Employee of a felony or other crime involving moral turpitude, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontractdishonesty, purchase orderwillful misconduct, agreement misappropriation of funds, habitual insobriety or illegal drug use;
(6) Substance abuse or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default action on the part of the other party relating to this Lease Agreement Employee involving willful and deliberate malfeasance or gross negligence in the performance of his duties and responsibilities, or any conduct or act which brings public disrespect, contempt or ridicule upon Adaptec;
(7) A deliberate or serious violation of any law, rule, regulation, constitutional provision, or Adaptec policy or procedures, (which policies are subject to modification or change at any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remediestime), or rights afforded by local, state or federal law; or 2) upon or after , which violation, may, in the happening sole judgment of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcyAdaptec’s CEO constitute justification for Employee’s termination;
ii) The institution (8) Prolonged absence from duties without the consent and approval of proceedings in bankruptcy against any party and Adaptec’s CEO, including but not limited to, where Employee is permanently disabled, which, from the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedingsCEO’s sole discretion, constitutes justification for Employee’s termination;
iii(9) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, LesseeEmployee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementdeath.
Appears in 2 contracts
Sources: Employment Agreement (Adaptec Inc), Employment Agreement (Adaptec Inc)
Termination for Cause. (I) City Subject to Section 3.2, below, the President and/or CEO may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more Executive’s employment and all of the purpose(s) stated Company’s obligations under this Agreement (except as provided in Section 1 of this Lease Agreement 10.5, below, and as required by law) at any time for a period of ninety Cause (90defined below) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance by giving written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee Executive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the President and/or CEO may designate. Lessee’s failure “Cause” shall mean any of the following: (1) Executive has, in a material way, breached this Agreement or the fiduciary duty he owes to include a clause for termination for this reason in any subcontract, purchase order, agreement the Company or any other document legal obligation or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject duty he owes to the rights of any MortgageeCompany, either party may terminate this Lease Agreement in whole or in part for: 1) default on which breach remains uncured, if possible to cure, to the part reasonable satisfaction of the other party relating to this Lease Agreement President and/or CEO for thirty (subject to any cure rights provided herein30) calendar days after Executive receives written notice thereof from the President and/or CEO that specifies in which case, reasonable detail the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by lawalleged breach; or (2) upon Executive has committed gross negligence or after willful misconduct in the happening performance of any one Executive’s duties for the Company; (3) Executive has failed in a material way to follow reasonable instructions from the President and/or CEO, consistent with this Agreement, concerning the operations or business of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and Company, which failure remains uncured, if possible to cure, to the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal reasonable satisfaction of the proceedings within one hundred twenty President and/or CEO for thirty (12030) calendar days after Executive receives written notice thereof from the filing President and/or CEO that specifies in reasonable detail the alleged failure; (4) Executive has committed a crime the circumstances of such involuntary proceedingswhich substantially relate to Executive’s employment duties with the Company; and
iv(5) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage Executive has misappropriated or destruction embezzled funds or property of the Leased Premises by fire, tornado Company or other casualty to such an extent engaged in any act of dishonesty that they are rendered untenable or substantially unfit for involves the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure business of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair Company or replace causes material damage to the foundation, walls, roof Company; and (6) Executive attempts to misappropriate or ceiling misappropriates a corporate opportunity of the Leased Premises Company, unless the transaction was approved in accordance with writing by the provisions President and/or CEO after full disclosure of Section 6(A)(I) of this Lease Agreementall details relating to such transaction.
Appears in 2 contracts
Sources: Employment Agreement (Ari Network Services Inc /Wi), Employment Agreement (Ari Network Services Inc /Wi)
Termination for Cause. (I) City The Board, by vote of a majority of its members, may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises employment of Employee with Employer at any time during the Term for one or more of the purpose(s) stated in Section 1 “Cause”. For purposes of this Lease Agreement for a period of ninety (90) daysAgreement, provided that “Cause” shall be deemed to exist if, and only if:
(i) City may not terminate this Lease Agreement if such failure is due Employee shall engage, during the performance of his duties hereunder, in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance which result in material harm to construction or rehabilitation after casualty and Employer;
(ii) City may Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; or
(iii) Employee shall materially breach this Agreement, and such breach by its nature, is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure. Without limiting the generality of the foregoing, the following shall not constitute Cause for termination of Employee or the modification or diminution of any of his authority hereunder: (i) any personal or policy disagreement between Employee and Employer, or any member of Employer or its Board; or (ii) any action taken by Employee in connection with his duties hereunder or any failure to act, if Employee acted or failed to act in good faith and in a manner Employee reasonably believed to be in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the contrary, if Employer shall terminate the employment of Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), shall be paid to Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any obligation for severance payments, to Employee under this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City Such termination shall provide Lessee with at least forty-five (45) days advance written notice have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and other employee policies and practices of its intention Employer applicable to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (CBOE Holdings, Inc.), Employment Agreement (CBOE Holdings, Inc.)
Termination for Cause. (I) City SDSP may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance "cause" upon written notice of its intention to terminate Employee. If this Lease Agreement is terminated for such "cause", and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party Employee shall be entitled to all benefitsreceive: (i) the Base Salary through the effective date of termination, remedies(ii) any other amounts earned, accrued or owed to Employee under this Agreement but not paid as of the date of termination, and (iii) any other benefits payable to Employee upon such termination under any benefit plans or programs of SDSP in effect on the date of termination; less any claims of SDSP against Employee. The term "cause" shall mean: (i) Employee's confession or conviction of theft, fraud, embezzlement or other crime involving dishonesty; (ii) Employee's excessive absenteeism (other than by reason of physical injury, disease, or rights afforded mental illness) without reasonable cause; (iii) Employee's act or omission constituting a material breach of any provision of this Agreement, including Sections 12, 13, 14 and 15 below; (iv) habitual and material negligence by lawEmployee in the performance of Employee's duties under this Agreement; (v) Employee's abuse, misuse or destruction of property of SDSP, its affiliates, or its customers; (vi) Employee's making or publishing of false or malicious statements concerning SDSP; or 2(vii) upon material failure by Employee to comply with the policies of SDSP or after the happening of any one a lawful directive of the following events:
i) The filing by any party Board of Managers of SDSP and the failure to cure such non-compliance within ten days after his receipt of a voluntary petition written notice from the Board of Managers setting forth in bankruptcy;
ii) reasonable detail the particulars of such non-compliance. The institution preceding list is not intended to be exhaustive; other conduct of proceedings a similar nature may result in bankruptcy against the termination of this Agreement for "cause." However, the results of SDSP's operations or any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking business judgment made in good faith by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes Employee shall not be the constitute an independent basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement"cause."
Appears in 2 contracts
Sources: Employment Agreement (South Dakota Soybean Processors LLC), Employment Agreement (South Dakota Soybean Processors LLC)
Termination for Cause. (I) City Either party hereto may terminate this Lease Agreement AGREEMENT upon 90 (ninety) days written notice calculated from the date of receipt of such notice to the other party of its intention to do so in whole the event of violation or in part should Lessee fail to utilize the Leased Premises for one or more breach of any of the purpose(s) stated in Section 1 material provisions of this Lease Agreement AGREEMENT. Should, however, the other party remedy the default upon which said notice is based within the said 90 (ninety) day period, the notice shall be without effect and this AGREEMENT shall continue in full force and effect. C.
(1) In the event this AGREEMENT is terminated prior to the date of its expiration in the TERRITORY due to fault of LICENSEE, LICENSEE shall promptly make an accounting to ETHICAL of the inventory of all PRODUCT which it has on hand in the TERRITORY, if any, as of the date of such termination and said parties shall thereafter have the right for a period of ninety 6 (90six) days, months after said termination to sell such inventory of PRODUCT provided that the NET SALES thereof shall be subject to the royalty provisions of Article V and so payable to ETHICAL. Thereafter, any remaining inventory of PRODUCT shall be disposed of by mutual agreement in accordance with regulatory requirements.
(i1) City If, within 6 (six) months after receipt of Marketing Authorisations for the PRODUCT in the TERRITORY, LICENSEE has not commenced commercial sales of the PRODUCT, then ETHICAL may not terminate the AGREEMENT effective immediately upon giving notice to LICENSEE.
(2) Should LICENSEE proceed to commercialise the PRODUCT in the TERRITORY and then choose to abandon commercialisation of the PRODUCT in the TERRITORY for any reasons, then LICENSEE shall promptly notify ETHICAL of such abandonment of commercialisation, and ETHICAL may terminate this Lease Agreement if such failure is due AGREEMENT, effective immediately upon giving notice to construction or rehabilitation after casualty LICENSEE.
(3) Should LICENSEE make the determination, for any reason, that it does not intend to commercialise the PRODUCT in the TERRITORY, then LICENSEE shall promptly notify ETHICAL of the same and (ii) City ETHICAL may not terminate this Lease Agreement without Mortgagee consent whenever AGREEMENT immediately upon giving notice to LICENSEE.
E. Upon any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from early termination of this Lease Agreement AGREEMENT in whole full due to the fault of LICENSEE, ETHICAL shall have the right to use, including license to any Third Party(ies), any LICENSEE KNOW-HOW and any other information, and data developed by or for LICENSEE with respect to the PRODUCT subject to compensation arrangements to LICENSEE mutually acceptable to LICENSEE and ETHICAL (including without limitation royalty payments in part for this causerespect of such LICENSEE KNOW-HOW).
(II) Subject to F. In the rights of event any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) patents included in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking PATENT RIGHTS is found by a court of competent applicable jurisdiction to be invalid or unenforceable in the TERRITORY and as a result thereof an INDEPENDENT THIRD PARTY would be entitled to manufacture or distribute and thereafter commercialises Page 14
G. Termination of this AGREEMENT, due to the fault of either party's assets pursuant , shall be without prejudice to proceedings brought any other rights or remedies then or thereafter available to either party under this AGREEMENT or otherwise.
H. The rights granted either party to terminate this AGREEMENT prior to the provisions expiration of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes its term shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail affected in any way by that party's waiver of or failure to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject take action with respect to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.any previous default hereunder. ARTICLE
Appears in 2 contracts
Sources: Licensing Agreement (Schein Pharmaceutical Inc), Licensing Agreement (Schein Pharmaceutical Inc)
Termination for Cause. The Employment Period may be terminated by Employer for the following occurrences (I“Cause”):
(i) City may terminate Employee’s material breach of any of the covenants contained in Section 7 of this Lease Agreement Agreement;
(ii) Employee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime (whether felony or misdemeanor) (A) involving moral turpitude or punishable by imprisonment for more than one (1) year in whole the jurisdiction involved or (B) resulting in any imprisonment;
(iii) Employee’s commission of any crime, act of fraud, embezzlement or theft upon or against (A) Employer or Parent in connection with his duties with Employer or in part should Lessee fail the course of his employment with Employer or otherwise, or (B) any third party whether prior to utilize our subsequent to the Leased Premises for one date hereof;
(iv) Employee’s continuing repeated failure or more refusal to perform Employee’s duties as required by this Agreement (including, without limitation, Employee’s inability to perform Employee’s duties hereunder as a result of the purpose(s) stated in Section 1 chronic alcoholism or drug addiction and/or as a result of this Lease Agreement for a period any failure to comply with any laws, rules or regulations of ninety (90) daysany governmental entity with respect to Employee’s employment by Employer), provided that termination of the Employment Period pursuant to this subsection (iiv) City may shall not terminate this Lease Agreement if constitute valid termination for Cause unless Employee shall have first received written notice from Employer or Parent stating with specificity the nature of such failure is due to construction or rehabilitation after casualty refusal and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with affording Employee at least forty-five thirty (4530) days advance to correct the act or omission complained of; or
(v) gross negligence, insubordination, material violation by Employee of any duty of loyalty to Employer or Parent, material violation of any of Employer’s or Parent’s written notice policies, disparagement of Employer or Parent or its intention to terminate this Lease Agreement for such causeaffiliates or their respective businesses, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default material misconduct on the part of Employee, provided that termination of the other party relating Employment Period pursuant to this Lease Agreement subsection (subject v) shall not constitute valid termination for Cause unless Employee shall have first received written notice from Employer or Parent stating with specificity the nature of such failure or refusal and affording Employee at least thirty (30) days to any cure rights provided herein) correct the act or omission complained of. Except as otherwise agreed between Parent and Employee in which casewriting, the non-defaulting party shall be entitled to if Employee is terminated for Cause, all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party payments and the adjudication of either party benefits pursuant to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under will cease immediately upon the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing date of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementtermination.
Appears in 2 contracts
Sources: Employment Agreement (Darling International Inc), Employment Agreement (Darling International Inc)
Termination for Cause. (Ia) City Advisor may terminate this Lease Agreement in whole or in part should Lessee fail upon written notice of termination to utilize the Leased Premises for one or more Subadvisor if any of the purpose(sfollowing events (each a “Subadvisor Default”) stated shall occur in Section 1 relation to Subadvisor or MGM:
(1) the commission of an act of theft or embezzlement of money or property by MGM against Advisor, the REIT, and/or their respective Affiliates, or other act of fraud, gross negligence or willful misconduct by MGM resulting in injury to the property, operations or reputation of Advisor, the REIT, and/or their respective Affiliates;
(2) a voluntary termination of this Lease Agreement by Subadvisor prior to the expiration of the Term, other than as a result of an Advisor Default;
(3) a continuing material breach or default by Subadvisor shall occur with respect to any term or provision of this Agreement or any representation or warranty, which default or breach shall continue for a period of thirty (30) days after written notice thereof, provided that if, within the thirty (30) day-period following receipt of the written notice thereof, Subadvisor in good faith commences to perform such obligation and cure such breach or default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within a reasonable time but in no event later than ninety (90) daysdays following receipt of such written notice, then such breach or default shall not be deemed to be a Subadvisor Default.
(4) a Change of Control of Subadvisor other than as a result of the death or disability of MGM;
(5) the conviction or indictment, or plea of guilty or “no contest” to, a felony which results in injury to the property, operations or reputation of Advisor, the REIT, and/or their respective Affiliates; and
(6) a Bankruptcy Proceeding.
(b) Subadvisor shall provide prompt written notice to Advisor of the occurrence of any Subadvisor Default.
(c) Subadvisor may terminate this Agreement effective upon written notice of termination to Advisor if any of the following events (each an “Advisor Default”) shall occur in relation to Advisor:
(i) A failure by Advisor to pay any amount due to Subadvisor hereunder within 10 business days after receipt by Advisor of written notice from Subadvisor that such payment is past due;
(ii) a continuing material breach or default by Advisor shall occur, with respect to any term or provision of this Agreement or any representation or warranty, which default or breach shall continue for a period of thirty (30) days after written notice thereof, provided that if, within the thirty (i30) City may not terminate this Lease Agreement if day-period following receipt of the written notice thereof, Advisor, in good faith commences to perform such failure is due obligation and cure such breach or default and thereafter prosecutes to construction completion with diligence the curing thereof and cures such breach or rehabilitation after casualty and default within a reasonable time but in no event later than ninety (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (4590) days advance following receipt of such written notice of its intention to terminate this Lease Agreement for notice, then such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement breach or any other document or writing related to this Lease Agreement default shall not subject City be deemed to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from be an Advisor Default;
(iii) a voluntary termination of this Lease the Advisory Agreement in whole by Advisor without cause or in part for this causegood reason;
(iv) a Bankruptcy Proceeding involving Advisor;
(v) any amendment or modification to the Advisory Agreement having a disproportionately adverse effect on Subadvisor as compared to the effect on Advisor;
(vi) a voluntary termination of the Agreement by Advisor prior to the expiration of the Term, other than as a result of a Subadvisor Default; or
(vii) a Change of Control of Advisor.
(IId) Subject Advisor shall provide prompt written notice to Subadvisor of the rights occurrence of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementAdvisor Default.
Appears in 2 contracts
Sources: Subadvisory Agreement (Carey Watermark Investors 2 Inc), Subadvisory Agreement (Carey Watermark Investors Inc)
Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, the Company shall have the right to terminate the employment of Executive upon the occurrence of any of the following events (Iwhich events shall constitute “Cause” for termination):
(a) City may terminate Executive shall commit any breach or violation of any of Executive’s representations or covenants under this Lease Agreement Agreement, which breach continues for a period of ten (10) days following notice thereof from the Company (except in whole or in part should Lessee the event of a breach of any provision of Article III, which shall require no notice to Executive prior to termination);
(b) Executive shall willfully and continually fail to utilize substantially perform Executive’s duties with the Leased Premises Company (other than due to incapacity resulting from physical or mental illness) which failure has continued for one at least 30 days following receipt by Executive of written notice specifying the failure to substantially perform;
(c) Executive shall willfully engage in conduct that is demonstrably and materially injurious to the Company, monetarily or more otherwise, which injurious conduct has continued for at least 30 days following Executive’s receipt of written notice specifying the injurious conduct and offering Executive the opportunity to explain the conduct to the Board;
(d) Executive shall, in the performance of Executive’s duties under this Agreement, engage in any act of misconduct, including misconduct involving moral turpitude, which is injurious to the Company;
(e) Executive shall violate or willfully refuse to obey the lawful and reasonable instructions of the purpose(s) stated President and/or Board of the Company, provided that such instructions are not in Section 1 violation of this Lease Agreement Agreement;
(f) Executive shall become disabled during the Term (Executive shall be deemed to be disabled if Executive is eligible to receive disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, Executive shall be deemed to be disabled if Executive is unable to perform the material functions of his position with the Company, with or without reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) days, provided that consecutive days within any 180-day period);
(ig) City may not terminate Executive shall die during the Term of this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City An act or failure to act is considered “willful” if done or not done with an absence of good faith and without a reasonable belief that the act or failure to act was in the best interests of the Company. If the employment of Executive is terminated pursuant to this Section 4.1, such termination shall provide Lessee with at least forty-five be effective upon the delivery of notice thereof to Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a), (45b) days advance written or (c) under circumstances in which Executive is entitled to notice of its intention breach (or failure) and an opportunity to terminate this Lease Agreement for such causecure, and City in which case termination shall incur no liability be effective immediately after the notice period if Executive fails to Lessee for such termination. Lessee’s cure the breach or failure to include a clause for the reasonable satisfaction of the Company. In the event of termination for this reason in “Cause”, Executive shall not be entitled to any subcontract, purchase order, agreement severance payments or any other document or writing related to payments under this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Golf Galaxy, Inc.), Employment Agreement (Golf Galaxy, Inc.)
Termination for Cause. (I) City MSF may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) daysCause, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty immediately, and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance prior written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no or further liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of MSF. The following shall constitute “Cause” for such termination: (a) the existence of any unsafe condition at a RERP Site that MSF in good faith attributes to the actions or inactions of the RiderCoach / RiderCoach Trainer; (b) the conviction of the RiderCoach / RiderCoach Trainer for a crime involving moral turpitude, deceipt, dishonesty or fraud; (c) any action or inaction by the RiderCoach / RiderCoach Trainer that has caused or is reasonably likely to cause harm to MSF or any Affilliate of MSF; (d) the RiderCoach / RiderCoach Trainer’s gross negligence or willful misconduct with respect to MSF or any Affilliate of MSF; (e) the RiderCoach / RiderCoach Trainer’s willful and continued failure to substantially perform (other party relating to than by reason of a disability) the RiderCoach / RiderCoach Trainer’s duties and responsibilities in connection with MSF RiderCourses and/or this Lease Agreement Agreement; (subject to f) any cure rights provided hereinsubstantial breach of the Rules of Professional Conduct, which are incorporated into this Agreement; (g) in which caseany intentional act by the RiderCoach / RiderCoach Trainer involving dishonesty, the non-defaulting party shall be entitled to all benefitsdeceit, remediesfraud, moral turpitude, misconduct, breach of trust, or rights afforded acts intentionally against the financial or business interests of MSF; (h) the RiderCoach / RiderCoach Trainer’s use of illegal drugs, alcohol, cannabis, or opioids, or possession of illegal drugs at the RERP Site; (i) the RiderCoach / RiderCoach Trainer’s failure to fully cooperate with quality assurance activities or training-related investigations and/or legal matters as requested by lawMSF; or 2and/or (j) upon or after the happening material breach by the RiderCoach / RiderCoach Trainer of any one provision of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Ridercoach and Ridercoach Trainer Certification Agreement, Ridercoach and Ridercoach Trainer Certification Agreement
Termination for Cause. (I) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for A. The occurrence of any one or more of the purpose(sfollowing events will constitute an event of default:
1) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. LesseePROFESSIONAL’s persistent failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to perform the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises Services in accordance with the Agreement Documents (including, but not limited to, failure to supply sufficiently skilled workers, suitable materials or equipment, or to adhere to project schedules as adjusted from time to time by the Parties);
2) PROFESSIONAL’s disregard of applicable laws or regulations;
3) PROFESSIONAL’s disregard of the authority of the CITY’s Agent;
4) PROFESSIONAL’s violation in any material way of any provisions of Section 6(A)(Ithis Agreement and the Agreement Documents;
5) Failure of PROFESSIONAL to pay subcontractors and/or material suppliers;
6) PROFESSIONAL’s violation of CITY’s ethics policy or the Ethics Requirements contained herein; or
7) CITY designates a Key Person, and that Key Person is no longer employed by PROFESSIONAL.
B. If one or more of the events identified in paragraph (a) occur, the CITY may, at its sole discretion, choose to either terminate this Lease Agreement at the time of CITY’s choosing upon written notification to the PROFESSIONAL, or provide a Corrective Action Request to PROFESSIONAL.
C. If PROFESSIONAL fails to initiate such Corrective Action or submit an acceptable plan within the aforementioned timeframe, or fails to follow through on completion of the plan, CITY may take any or all of the following actions without affecting the contracted price or schedule:
1) CITY personnel may direct PROFFESIONAL to cease performance on all or part of the Agreement until satisfactory Corrective Action has been taken;
2) CITY may have others take Corrective Action necessary to achieve compliance with the Agreement. CITY may deduct the cost of such Corrective Action by others from any moneys due to PROFESSIONAL. Corrective Action by others shall be taken when, in the judgment of CITY, the noncompliance threatens safety, unreasonably interferes with or delays the work of others, or otherwise creates a situation the resolution of which cannot be delayed without adversely impacting quality, cost or timely completion;
3) CITY may seek any of the Remedies set forth further in this Agreement; and/or
4) CITY may Terminate for Cause as provided herein.
D. If this Agreement has been so terminated by CITY, the termination will not affect any rights or remedies of CITY against PROFESSIONAL or any surety then-existing or which may thereafter accrue. No retention or payment of moneys due PROFESSIONAL by CITY will release PROFESSIONAL from liability.
E. If it is ever determined that CITY wrongfully terminated PROFESSIONAL for Cause, the termination shall be converted to a termination for convenience.
Appears in 2 contracts
Sources: Professional Services, Professional Services
Termination for Cause. If this Agreement is terminated by Bank for Cause (I) City may as defined herein), this Agreement shall cease and terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more as of the purpose(s) stated in Section 1 date of this Lease Agreement for a period termination of ninety (90) days, provided that Employee. “Cause” shall be defined as (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and commission of a willful act of dishonesty in the course of Employee’s duties hereunder; (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking conviction by a court of competent jurisdiction of either party's assets pursuant a crime constituting a felony or conviction with respect to proceedings brought any act involving fraud or dishonesty; (iii) Employee’s continued, habitual intoxication or performance under the provisions influence of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes controlled substances during working hours, after Bank shall have provided written notice to Employee and given Employee ten (10) days within which to commence rehabilitation with respect thereto, and Employee shall have failed to promptly commence and diligently continue such rehabilitation; (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings have been cured within one hundred twenty thirty (12030) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth Bank shall have advised Employee in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise writing of its option intention to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises terminate Employee’s employment in accordance with the provisions of Section 6(A)(Ithis subsection in the event such condition shall not have been cured; or (v) Employee’s willful and continued personal misconduct, action, inaction, inability or refusal to perform the duties and responsibilities described in this Agreement and any Exhibits hereto, if (A) Bank shall have given Employee prior written notice of this Lease Agreementthe reason therefor and (B) a period of thirty (30) days following receipt by Employee of such notice shall have lapsed and the matters which constitute or give rise to such Cause shall not have been cured or eliminated by Employee; provided, however, that if such matters are of a nature that same cannot be cured or eliminated within such thirty (30) day period, such period shall be extended for so long as Employee shall be endeavoring diligently and in good faith to cure or eliminate such matters.
Appears in 2 contracts
Sources: Employment Agreement (Exchange Bancshares Inc), Employment Agreement (Exchange Bancshares Inc)
Termination for Cause. (I) City may terminate this Lease Agreement in whole If the Executive’s employment with the Company is terminated for Cause, whether prior to or in part should Lessee fail after the Performance Hurdle Date, the Executive will forfeit all unvested RSUs as well as any RSUs that had vested but were not yet paid out pursuant to utilize the Leased Premises for one Section 2 or more of the purpose(s) stated in Section 1 4. For purposes of this Lease Agreement for a period of ninety (90) daysAgreement, provided that “Cause” shall mean the Executive’s (i) City may not terminate this Lease Agreement if such failure is due to construction engaging in willful or rehabilitation after casualty and gross misconduct or willful or gross neglect of duties, (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five repeatedly and willfully failing to adhere to the directions of the Board or the written policies and practices of the Company or an Affiliate, (45iii) days advance written notice commission of its intention or plea of nolo contendere to terminate this Lease Agreement for such causea felony, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontractcrime of moral turpitude, purchase order, agreement or any other document crime involving the Company or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent Affiliate that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace causes damage to the foundation, walls, roof property or ceiling business of the Leased Premises Company or an Affiliate, (iv) fraud, misappropriation, dishonesty, or embezzlement in accordance each case which causes damage to the property or business of the Company or an Affiliate, (v) material breach of the Executive’s employment agreement (if any) with the provisions Company or an Affiliate (other than a termination of Section 6(A)(Iemployment by the Executive), (vi) loss of any license or registration that is necessary for the Executive to perform his duties for the Company or an Affiliate, or (vii) unlawful act that causes damage to the property or business of the Company or an Affiliate, all as determined in the sole discretion of the Committee. Before the Committee determines that “Cause” has occurred under clause (i), (ii), (v), or (vii) above, the Committee will provide to the Executive in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, and afford the Executive a reasonable opportunity to remedy any such breach, action or inaction, if such breach action or inaction, is capable of being remedied. In addition, Executive’s employment and service will be deemed to have terminated for Cause if, within twelve (12) months after the Executive’s employment or service has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Lease Agreement, no act or failure to act on the Executive’s part will be considered “willful” unless it is done, or omitted to be done, by him or her in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company or an Affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company or an Affiliate will be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company or an Affiliate.
Appears in 2 contracts
Sources: Executive Long Term Incentive Program Award Agreement (Flagstar Bancorp Inc), Executive Long Term Incentive Program Award Agreement (Flagstar Bancorp Inc)
Termination for Cause. If this Agreement is terminated by the Corporation for Cause (I) City may as defined herein), this Agreement shall cease and terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more as of the purpose(s) stated in Section 1 date of this Lease Agreement for a period termination of ninety (90) days, provided that Employee. “Cause” shall be defined as (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and commission of a willful act of dishonesty in the course of Employee’s duties hereunder; (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking conviction by a court of competent jurisdiction of either party's assets pursuant a crime constituting a felony or conviction with respect to proceedings brought any act involving fraud or dishonesty; (iii) Employee’s continued, habitual intoxication or performance under the provisions influence of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes controlled substances during working hours, after the Corporation shall have provided written notice to Employee and given Employee ten (10) days within which to commence rehabilitation with respect thereto, and Employee shall have failed to promptly commence and diligently continue such rehabilitation; (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings have been cured within one hundred twenty thirty (12030) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth Corporation shall have advised Employee in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise writing of its option intention to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises terminate Employee’s employment in accordance with the provisions of Section 6(A)(Ithis subsection in the event such condition shall not have been cured; or (v) Employee’s willful and continued personal misconduct, action, inaction, inability or refusal to perform the duties and responsibilities described in this Agreement and any Exhibits hereto, if (A) the Corporation shall have given Employee prior written notice of this Lease Agreementthe reason therefor and (B) a period of thirty (30) days following receipt by Employee of such notice shall have lapsed and the matters which constitute or give rise to such Cause shall not have been cured or eliminated by Employee; provided, however, that if such matters are of a nature that same cannot be cured or eliminated within such thirty (30) day period, such period shall be extended for so long as Employee shall be endeavoring diligently and in good faith to cure or eliminate such matters.
Appears in 2 contracts
Sources: Employment Agreement (Exchange Bancshares Inc), Employment Agreement (Exchange Bancshares Inc)
Termination for Cause. (I) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgageeforce majeure provision set forth herein, either neither party may shall terminate this Lease Agreement in whole or in part for: 1) default on cancel the part Contract, whether by court action or otherwise, unless there is a Material Default by the other party. For purposes of the other Contract, a Material Default shall be any monetary default not cured by the COMPANY within fifteen (15) days of receipt of notice from the TOWNSHIP and any non-monetary default by a party relating to this Lease Agreement not cured by such party within thirty (subject to any cure rights provided herein30) in which case, days of receipt of notice by the non-defaulting party of such default unless default is attributable to an event of force majeure or unless it is not reasonably possible for the defaulting party, in which case the defaulting party shall have such amount of time as is reasonable necessary to cure such default. In the event that the TOWNSHIP feels that the COMPANY is not curing the default within a reasonable time. The TOWNSHIP may file a lawsuit seeking any and all remedies available to the TOWNSHIP at law or in equity. Neither party shall be entitled obligated to all benefits, remedies, or rights afforded perform and neither shall be deemed to be in Material Default hereunder if performance of a non-monetary obligation is prevented by law; or 2) upon or after the happening occurrence of any one of the following events:
i(herein called “force majeure” or “event of force majeure”) The filing by acts of God, strikes, lockouts, other industrial disturbances, acts of the public enemy, laws, rules and regulations of applicable governmental bodies, wars or warlike action (whether actual, impending, or expected and whether de jure or de factor), arrest or other restraint of government (civil or military), blockades, insurrections, riots, epidemics, landslides, earthquakes, fires, hurricanes, storms, floods, washouts, civil disturbances, explosions, nuclear reaction or radiation, radioactive contamination, or any party other causes whether for the kind herein enumerated or otherwise, that are not reasonably within the control of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom claiming the proceedings are instituted shall fail to secure the dismissal right of delay performance on account of such occurrence. The termination of the proceedings within one hundred twenty (120) days after Contract my become effective, at the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction discretion of the Leased Premises by firenon-defaulting party, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.fifteen
Appears in 2 contracts
Sources: Advertising Agreement, Advertising Agreement
Termination for Cause. The Company shall have the right to terminate Employee’s employment for “Cause” (Ias defined below) City may terminate at any time, without prior notice. In the event of termination of Employee’s employment for Cause, all rights of Employee (and Employee’s dependents and legal representatives) under Sections 1, 2 and 3 of this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more shall cease as of the purpose(s) stated in Section 1 date of such termination. For purposes of this Lease Agreement Agreement, termination for “Cause” by the Company will include a period determination made by the Company in its discretion that Employee:
(1) has been convicted of ninety (90) days, provided that or pled guilty or nolo contendere to (i) City may not terminate a felony or misdemeanor involving moral turpitude that is likely to impair Employee’s ability to perform under this Lease Agreement if such failure is due to construction or rehabilitation after casualty and otherwise have a significant adverse effect upon the Company, any of its affiliates, or any of their businesses or reputations, or (ii) City may not terminate a felony or misdemeanor which results in a term of incarceration in any correctional institution;
(2) has committed or conspired to commit an act of dishonesty, theft, gross carelessness, or other misconduct against the Company or any of its affiliates;
(3) has engaged in the use of alcohol or any illegal drug or intoxicant, or distributed or conspired to distribute any such substance, during working hours or at any facilities of the Company or any of its affiliates;
(4) has committed or conspired to commit any act or series of acts that constitute harassment or discrimination based on an unlawful classification;
(5) has committed or conspired to commit any act or series of acts without approval by the Company’s Board of Directors which would likely have a significant adverse effect on the Company, any of its affiliates, or any of their businesses or reputations;
(6) has engaged in a willful or negligent failure to perform duties or services for the Company;
(7) has improperly used or disclosed, or conspired to improperly use or disclose, confidential or proprietary information of the Company or any of its affiliates; or
(8) has committed any act or omission that constitutes a material breach by Employee of any of Employee’s obligations or agreements under this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five , but only after the Company has provided notice of such breach to Employee and Employee fails or refuses to correct such breach within ten (4510) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedingsnotice; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions provided, however, that no prior notice is required for any event set forth in the Senior Mortgage conditions (as defined herein1) and other loan documents secured therebythrough (7), damage or destruction of the Leased Premises by fireinclusive, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement6(a).
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (American Vanguard Corp)
Termination for Cause. (I) City CECO may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises at any time for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) daysCause, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party case Employee shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after receive Base Salary accrued through the happening date of any one such termination. Any of the following eventsshall constitute "Cause":
(i) The filing any material breach by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions Employee of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings terms of this Agreement where such breach is not cured within one hundred twenty thirty (12030) days after the filing written notice of such involuntary proceedings; andbreach is delivered to Employee;
iv(ii) Subject to Section 26 any breach by Employee of this Lease Agreement and any of the terms and conditions of his non-competition agreement set forth in Section 9 with CECO or the Senior Mortgage Employee Innovations and Proprietary Rights Assignment Agreement between Employee and CECO;
(as defined hereiniii) and other loan documents secured thereby, damage intoxication with alcohol or destruction drugs while on the premises of CECO or any of the Leased Premises by fire, tornado Companies or other casualty any customer or potential customer to such an the extent that they are rendered untenable in the reasonable judgment of management, Employee is abusive or substantially unfit for his ability to perform his duties and responsibilities under this Agreement is impaired;
(iv) conviction of a felony or any misdemeanor involving dishonesty, theft, the purpose for which they were leased unless same may be repaired by City failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or Lessee using the proceeds of insurance providing coverage for loss any other crime likely to the structure result in public disparagement with respect to any of the Leased Premises if any, in accordance with Section 26 Companies;
(v) intentional misappropriation of this Lease Agreement, or, Lessee’s exercise of its option property belonging to not maintain, repair CECO or replace damage to the foundation, walls, roof or ceiling any of the Leased Premises Companies;
(vi) illegal business practices in accordance connection with any of CECO or the provisions Companies' businesses which could have a material adverse effect on CEC's, CECO's, CECO's or any of Section 6(A)(Ithe Companies' or their business or financial position or reputation;
(vii) excessive absence of this Lease AgreementEmployee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is delivered to Employee describing the nature of such excess absences and affording Employee one more opportunity to avoid excess absences; or
(viii) failure of Employee to obey directions of the Board of Directors of CECO or chief executive officer of CECO, provided that Employee has been given written notice of such directions.
Appears in 2 contracts
Sources: Employment Agreement (Ceco Environmental Corp), Employment Agreement (Ceco Environmental Corp)
Termination for Cause. (I) City Licensor may terminate the Licensed Rights or Licensee may terminate this Lease License Agreement in whole the event of a material breach or default in part should Lessee fail to utilize the Leased Premises for one or more any of the purpose(s) stated in Section 1 provisions of this Lease License Agreement for by the other party, by the non-breaching party's sending of a period written notice of ninety termination to the breaching or defaulting party specifying in detail the nature of the material breach or default. If the party receiving said notice does not remedy said breach or default within thirty (9030) days of the date of the notice or, in the case of a breach or default which cannot reasonably be expected to be remedied within thirty (30) days, provided that but is capable of being remedied within a reasonable period of time, does not institute diligent steps calculated to remedy such breach or default in the shortest possible time, then the termination shall become effective at the end of such thirty (i30) City may not terminate this Lease Agreement if such failure is due day period. If the breaching or defaulting party does so remedy or institute appropriate measures to construction remedy the breach or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written default, then the notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) deemed automatically withdrawn and forever null and void. The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication failure of either party to terminate on account of any one breach or default shall not constitute a waiver of that party's right to terminate for any subsequent breach or default of the same provision.
(a) Licensor may terminate the Licensed Rights effective immediately by notice in writing to Licensee if:
(i) Licensee fails to provide notice of an intention to file a petition in bankruptcy as required by Section 11;
(ii) Licensee files a petition to wind up its affairs, seeks the benefit of insolvency or debt moratorium law or statute, becomes insolvent or is unable to pay its debts as they mature, makes an assignment for the benefit of creditors, is adjudicated a bankrupt, has a receiver appointed for its property, ceases or threatens to cease to carry on its business, or otherwise enters into any arrangement or composition with its creditors, or if a substantial portion of its assets become subject to attachment by judicial order, whether any of the foregoing is the voluntary act of the party or otherwise;
(iii) Licensee fails to maintain insurance as required under Section 6(b); or
(iv) the Licensee violates Section 7.
(b) Licensee may terminate this Lease License Agreement as a bankrupt (i) pursuant to Section 1(c)(ii); or (ii) at any time prior to two years before the end of the Third Term by written notice to Licensor given not less than 90 days before the proposed termination date and providing that as of such proceedings;
iii) The taking by a court termination date it is surrendering its License Rights and ceasing future use of competent jurisdiction of either party's assets the Licensed Trademarks pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease License Agreement.
Appears in 2 contracts
Sources: License Agreement (Gerber Childrenswear Inc), License Agreement (Gerber Childrenswear Inc)
Termination for Cause. (I) City may Blockbuster may, at its option, terminate your employment under this Lease Agreement in whole forthwith for Cause and thereafter will have no further obligations under this Agreement, including, without limitation, any obligation to pay Salary or in part should Lessee fail to utilize the Leased Premises for one Bonus or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that provide benefits. Cause will mean: (i) City may not terminate this Lease Agreement if such failure is due to construction Your conviction of or rehabilitation after casualty and entry into a plea bargain or settlement which admits your guilt for a felony involving moral turpitude, dishonesty or a breach of trust regarding Blockbuster or any of its affiliates or subsidiaries; (ii) City Your disparagement of the business or affairs of Blockbuster or any of its affiliates or subsidiaries; (iii) Your commission of any act of theft, dishonesty, fraud, embezzlement, misappropriation or any other act or omission that is materially injurious to Blockbuster or any of its affiliates or subsidiaries regardless of whether a criminal conviction is obtained; (iv) Your failure to perform, or gross negligence or misconduct in the performance of the duties and services required by this Agreement; (v) Your failure to devote substantially all of your business time to Blockbuster’s business affairs (excluding failure due to illness, incapacity or incidental civic activities), which failure is not remedied within a reasonable time after written demand is delivered by Blockbuster, identifying the manner in which Blockbuster believes that you have failed to devote substantially all of your business time to Blockbuster’s business affairs; (vi) Your violation of the Business Conduct Statement or other business or ethics policy as Blockbuster may not terminate adopt from time to time; (vii) Your knowing or willful violation of any federal or state securities laws; (vii) Your unauthorized disclosure of Confidential Information; (ix) Your failure to obey a material lawful directive that is appropriate to your position from an executive(s) in your reporting line; or (x) your material breach of this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance If Blockbuster does not give a prompt written notice of termination to you after learning of the occurrence of an event giving rise to Cause, in no way has Blockbuster waived its intention right to terminate this Lease Agreement you for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement that event or any other document or writing related subsequent event giving rise to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this causeCause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Blockbuster Inc), Employment Agreement (Blockbuster Inc)
Termination for Cause. (Ia) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize In the Leased Premises event that the Company provides Executive with written notice terminating his employment for one or more of the purpose(s) stated "Cause", as defined in Section 1 6(b), all compensation to Executive pursuant to Section 4 in respect of periods after such discharge shall terminate immediately upon such termination, and the Company shall have no further obligations with respect thereto, nor shall the Company be obligated to pay Executive termination pay under Section 8 or any accrued but unpaid incentive compensation.
(b) For the purposes of this Lease Agreement for a period of ninety (90) daysAgreement, provided that "Cause" shall mean (i) City may not terminate this Lease Agreement if such failure is due the commission by Executive of an act of fraud, embezzlement, theft or willful breach of a material fiduciary duty to construction the Company (including the unauthorized disclosure of confidential or rehabilitation after casualty and proprietary information of material significance concerning the Company); (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice the commission by Executive of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights breach of any Mortgageematerial covenant, either party may terminate this Lease Agreement in whole provision, term, condition, understanding or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions undertaking set forth in this Agreement; (iii) the Senior Mortgage commission by Executive (other than in Executive's capacity as defined herein) and other loan documents secured thereby, damage or destruction an agent of the Leased Premises Company) of a crime constituting a felony under applicable law (or a plea of nolo contendere in lieu thereof); (iv) the exposure of the Company to any criminal liability substantially caused by firethe conduct of Executive which results, tornado or other casualty may reasonably be expected to such an extent that they are rendered untenable result, in a material adverse effect upon the Company's business, operations, financial condition or substantially unfit results of operations or is reasonably expected to cause a material difficulty in obtaining registration for the purpose Company's products; (v) the exposure of the Company to any civil liability caused by Executive's unlawful harassment in employment; (vi) any habitual absenteeism, gross negligence, bad faith or willful misconduct by Executive in the performance of Executive's duties to the Company which conduct results in a material detriment to the Company; (vii) the continued, repeated, intentional and willful refusal to perform the duties associated with Executive's position with the Company, which is not cured within 15 days following notice to Executive; or (viii) Executive's habitual abuse of alcohol or any controlled substance or Executive's reporting to work under the influence of alcohol or a controlled substance (other than those for which they were leased unless same may be repaired by City Executive is taking under a current prescription), but expressly excluding (with respect to consumption of alcohol only) occasions in which Executive participates in work related socializing or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreemententertaining.
Appears in 2 contracts
Sources: Employment Agreement (Fairfield Communities Inc), Employment Agreement (Fairfield Communities Inc)
Termination for Cause. Company may immediately terminate Employee’s employment hereunder for “Cause”. For purposes of this Agreement, “Cause” includes, but is not limited to: (Ia) City may terminate Employee’s breach of this Lease Agreement in whole or in part should Lessee fail Company policy; (b) Employee’s material failure or refusal to utilize perform Employee’s duties as a Company employee (including, without limitation, Employee’s material failure to follow the Leased Premises for one or more lawful direction of the purpose(sCEO or Board or Employee’s gross negligence, willful misconduct, chronic absenteeism, or habitual neglect in the performance of such duties; (c) stated Employee’s conviction or entry of a nolo contender plea to a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any other crime which materially affects Company’s or any of its affiliate’s business; (d) Employee’s indictment for a crime (other than a minor traffic violation or misdemeanor) or any offense involving moral turpitude, when the CEO or Board in Section 1 his, her or its reasonable discretion determines that Employee can no longer satisfactorily perform the duties of Employee’s job or that Employee’s continuing service would materially have an adverse effect on the business interests or reputation of Company or any of its affiliates; (e) Employee’s commission of any act of fraud, embezzlement, misappropriation, dishonesty, theft, or insubordination; (f) Employee’s illegal use of drugs in the workplace; and (g) Employee’s failure to honor Employee’s fiduciary duties to Company, including the duty to act in the best interests of Company. Cause will not be deemed to exist under (a), (b) and (g) of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty paragraph unless and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance until Company provides Employee written notice of its intention the reason and a 30-day opportunity to terminate this Lease Agreement for such cause, cure and City shall incur no liability Employee fails to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this causecure.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Latham Group, Inc.), Employment Agreement (Latham Group, Inc.)
Termination for Cause. (I) City may Studio shall have the right to terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises Employment Term at any time for one or more of cause. As used herein, the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that term “cause” shall mean (i) City may not terminate this Lease Agreement if such failure is due to construction misappropriation of any material funds or rehabilitation after casualty and property of Studio or any of its related companies; (ii) City may not terminate failure to obey reasonable and material orders given by the Chief Operating Officer of Studio or by the Board; (iii) any material breach of this Lease Agreement without Mortgagee consent whenever by you; (iv) conviction of or entry of a plea of guilty or nolo contendre to a felony or a crime involving moral turpitude; (v) any Mortgage encumbers this Lease Agreement. City shall provide Lessee willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (vi) material non-compliance with at least fortyestablished Studio policies and guidelines (after which you have been informed in writing of such policies and guidelines and you have failed to cure such non-five compliance); provided that in each such case (45other than (i) days advance or (iv) or a willful failure in (ii) or repeated breaches, failures or acts of the same type or nature) prompt written notice of its intention such cause is given to terminate this Lease Agreement for such causeyou by specifying in reasonable detail the facts giving rise thereto and that continuation thereof will result in termination of the Employment Term, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall cause is not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
cured within ten (II10) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part business days after receipt by you of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, first such notice. If the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement Employment Term is terminated as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured therebythis Paragraph 11, damage or destruction then payment of the Leased Premises specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by fireyou shall be payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to this Paragraph 11, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit then you shall immediately reimburse Studio for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementall paid but unearned sums.
Appears in 2 contracts
Sources: Employment Agreement (DreamWorks Animation SKG, Inc.), Employment Agreement (DreamWorks Animation SKG, Inc.)
Termination for Cause. (I) City Notwithstanding anything to the contrary contained in this Agreement, Company hereunder may terminate this Lease Agreement and Employee’s employment for Cause. As used in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) daysAgreement, provided that “Cause” shall mean (i) City may any action or omission of Employee which constitutes (A) a material breach of any of the provisions of Section 5 of this Agreement, (B) a material breach by Employee of his fiduciary duties and obligations to Company, or (C) Employee’s failure or refusal to follow any lawful directive of the Board, in each case which act or omission is not terminate this Lease Agreement cured (if such failure is due capable of being cured) within ten (10) days after written notice of same from the Board to construction or rehabilitation after casualty and Employee, (ii) City may not terminate conduct constituting fraud, embezzlement, misappropriation or gross dishonesty by Employee in connection with the performance of his duties under this Lease Agreement without Mortgagee consent whenever or (iii) a conviction of Employee for (A) a felony (other than a traffic violation) or (B) a crime involving moral turpitude, but only if the Board determines that such conviction will damage or bring into disrepute the business, reputation or goodwill of Company or impair Employee's ability to perform his duties for Company. For any Mortgage encumbers termination for Cause under this Lease Agreement. City Section 4.1 other than Section 4.1(i)(C), Employee shall provide Lessee with at least forty-five (45) days advance be given prior written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for the proposed termination for Cause, specifying the specific grounds therefor and, if such grounds are capable of being cured, Employee shall have thirty (30) days after receipt of such notice to cure. It is presumed that any stated grounds for a termination for Cause under Section 4.1(i) are capable of being cured but grounds for a termination for Cause under Section 4.1(ii) or (iii) are not capable of being cured, provided, however, the Board may determine, in its discretion, allow a thirty (30) day cure period for a termination for Cause under Section 4.1(ii) or (iii). A termination for Cause shall not be effective until the expiration of the applicable cure period prescribed by this reason in Section 4.1Upon the effectiveness of any subcontract, purchase order, agreement or any other document or writing related termination pursuant to this Lease Agreement Section 4.1, Employee shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall only be entitled to all benefitshis Total Salary as accrued through the date of termination, remedies, or rights afforded by law; or 2) upon or after the happening reimbursement of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss expenses incurred prior to the structure date of the Leased Premises if any, termination in accordance with Section 26 of this Lease Agreement3.1 hereof and, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises and any other compensation and benefits payable in accordance with the provisions of Section 6(A)(I) of this Lease Agreement3.2 hereof. Upon making such payments, Company shall have no further liability to Employee hereunder.
Appears in 2 contracts
Sources: Employment Agreement (Samson Oil & Gas LTD), Employment Agreement (Samson Oil & Gas LTD)
Termination for Cause. (I) City may The Corporation shall have the right to terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that “cause,” which shall mean and be limited to:
(i) City may not terminate this Lease Agreement if such failure is due Failure of ▇▇▇▇▇▇ ▇▇▇▇ to construction or rehabilitation after casualty and be the active Managing Member of the Adviser;
(ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee Failure of the Adviser to find and retain an acceptable replacement upon the departure of a Senior Professional in accordance with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.Paragraph ;
(IIiii) Subject to A material breach of law/ or the rights of any Mortgageeterms, either party may terminate this Lease Agreement in whole covenants or in part for: 1) default conditions on the part of the other party Adviser to be performed hereunder; or
(iv) Any termination of the warehouse facilities (“Warehouse Facilities”), the collateralized loan obligation (“CLO”) or any agreement or arrangement relating to this Lease Agreement (subject financing of the Velocity Assets on account of a default under the Warehouse Facilities, CLO or any other such agreement or arrangement that shall have been attributable to any action or inaction of the Adviser and/or its affiliates due to gross negligence, willful misconduct or intentional breach of the material terms of the Warehouse Facilities or other financing arrangements. Any notice of termination for “cause” given by Client pursuant to this Paragraph ; or , shall specify in writing in reasonable detail the reason for such termination that is the cause for giving such notice. Adviser will have thirty (30) days to cure, to the reasonable satisfaction of Client, any such breach charged by Client; provided, however, with respect to Paragraph , any right to cure rights provided hereinshall only be granted to the extent of any such right granted under the applicable Warehouse Facilities, CLO or other financing agreement up to a maximum of thirty (30) in which casedays. In all other cases of a termination of the Agreement for cause, the non-defaulting party Agreement shall be entitled terminate 30 days after such notice of termination for cause, unless Adviser has, as determined by Client in its sole discretion, satisfactorily cured such breach. Should the Clients terminate this Agreement for cause, the Corporation will not have any further financial obligations to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought Adviser other than payment for accrued services due under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 terms of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty Corporation and/or its subsidiaries shall not have any obligation to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss sell any assets to the structure of the Leased Premises if anyAdviser, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementas otherwise hereinafter set forth.
Appears in 2 contracts
Sources: Investment Advisory and Management Agreement (Ameritrans Capital Corp), Investment Advisory and Management Agreement (Ameritrans Capital Corp)
Termination for Cause. Studio shall have the right to terminate the Employment Term at any time for cause. As used herein, the term “cause” shall mean (Ia) City may terminate misappropriation of any material funds or property of Studio or any of its related companies; (b) failure to obey reasonable and material orders given by the Chief Executive Officer of Studio or by the Board; (c) any material breach of this Lease Agreement by you; (d) conviction of or entry of a plea of guilty or nolo contendre to a felony or a crime involving moral turpitude; (e) any willful act, or failure to act, by you in whole bad faith to the material detriment of Studio; or (f) material non-compliance with established Studio policies and guidelines (after which you have been informed in part should Lessee fail writing of such policies and guidelines and you have failed to utilize the Leased Premises for one cure such non-compliance); provided that in each such case (other than (a) or more (d) or a willful failure in (b) or repeated breaches, failures or acts of the purpose(ssame type or nature) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance prompt written notice of its intention such cause is given to terminate this Lease Agreement for such causeyou by specifying in reasonable detail the facts giving rise thereto and that continuation thereof will result in termination of the Employment Term, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall cause is not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
cured within ten (II10) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part business days after receipt by you of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, first such notice. If the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement Employment Term is terminated as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured therebythis Paragraph 11, damage or destruction then payment of the Leased Premises specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by fireyou shall be payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to this Paragraph 11, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit then you shall immediately reimburse Studio for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementall paid but unearned sums.
Appears in 2 contracts
Sources: Employment Agreement (DreamWorks Animation SKG, Inc.), Employment Agreement (DreamWorks Animation SKG, Inc.)
Termination for Cause. (I) City Blue Rhino may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises at any time for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) daysCause, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party case Employee shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after receive his Base Salary accrued and unpaid through the happening date of any one such termination in full satisfaction of Blue Rhino's obligations to Employee under this Agreement. Any of the following events:shall constitute "Cause"
ii. Any material breach by Employee of any of the terms of this Agreement where such breach is not cured within five (5) The filing by any party days after written notice of a voluntary petition in bankruptcysuch breach is delivered to Employee;
ii) The institution . Intoxication with alcohol or drugs while on the premises of proceedings Blue Rhino or of any customer or potential customer to the extent that in bankruptcy against any party the reasonable judgment of management, Employee is abusive or his ability to perform his duties and the adjudication of either party to responsibilities under this Lease Agreement as a bankrupt pursuant to such proceedingsis impaired;
iii) The taking by . Conviction of a court felony or any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime;
iv. Intentional misappropriation of competent jurisdiction property belonging to Blue Rhino;
v. Illegal business practices in connection with Blue Rhino that could have an adverse effect on Blue Rhino or its business or reputation;
vi. Excessive absence of either party's assets pursuant Employee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is delivered to proceedings brought under Employee describing the provisions nature of any Federal Reorganization Actsuch excess absences and affording Employee one opportunity to avoid excess absences; or
vii. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail Willful failure of Employee to secure the dismissal obey directions of the proceedings board of directors of Blue Rhino, the president or chief executive officer of Blue Rhino, consistent with his duties as described in paragraph 1 hereof, provided Blue Rhino first gives written notice to Employee of such failure, and Employee, does not cure such failure within one hundred twenty five (1205) days after of the filing delivery of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementnotice.
Appears in 2 contracts
Sources: Employment Agreement (Blue Rhino Corp), Employment Agreement (Blue Rhino Corp)
Termination for Cause. Termination for Cause" shall mean termination of Employee's employment by KMI because of (I) City may terminate this Lease Agreement i)Employee's conviction of a felony which in whole or in part should Lessee fail to utilize the Leased Premises for one or more reasonable, good faith opinion of the purpose(s) stated in Section 1 Compensation Committee of this Lease Agreement for a period the Board of ninety (90) daysDirectors of ▇▇▇▇▇▇ ▇▇▇▇▇▇, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction Inc. would have an adverse impact on the reputation or rehabilitation after casualty and business of KMI or any of its affiliates; (ii) City may subject to the notice provision's set forth below in this Section 2(a), Employee's willful refusal without proper legal cause to perform his duties and responsibilities; (iii) Employee's willfully engaging in conduct which Employee has reason to know is materially injurious to KMI or any of its affiliates; or (iv) subject to the notice and counseling provisions set forth below in this Section 2(a), failure to meet clearly established and reasonable performance objectives or standards established by KMI for Employee's job position. Such termination shall be effected by notice thereof delivered by KMI to Employee and shall be effective as of the date of such notice; provided, however, that if such termination is pursuant to clause (ii) above and within seven (7) days following the date of such notice Employee shall cease such refusal and shall use his or her best efforts to perform such duties and responsibilities, the termination shall not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City be effective; provided further, that termination pursuant to clause (iv) above shall provide Lessee with not become effective unless Employee has been counseled about such unacceptable performance and coached to improve performance for at least forty-five (45) days advance written notice of its intention days; and, provided further, that KMI shall consult with Employee and provide an opportunity for Employee to terminate be heard prior to effecting any termination under this Lease Agreement for such causesection, and City shall incur no liability to Lessee for such termination. Lessee’s KMI's failure to include a clause do so shall constitute Involuntary Termination and not Termination for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this causeCause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Kinder Morgan Inc), Employment Agreement (Kinder Morgan Energy Partners L P)
Termination for Cause. (I) City The Company may terminate the Executive’s employment hereunder for Cause at any time. For purposes of this Lease Agreement Agreement, “Cause” shall mean that the Executive has: (A) committed gross negligence in whole connection with his duties as set forth herein or in part should Lessee fail otherwise with respect to utilize the Leased Premises for one or more business and affairs of the purpose(sCompany, its subsidiaries and/or its other affiliates; (B) stated committed fraud in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee connection with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits his duties as set forth herein or otherwise resulting from or with respect to the business and affairs of the Company, its subsidiaries and/or its other affiliates; (C) engaged in conjunction with termination for this cause and Lessee expressly waives personal dishonesty, willful misconduct, willful violation of any damages, delay damageslaw, or indirect costs which may arise from termination breach of this Lease Agreement fiduciary duty, in whole or in part for this cause.
(II) Subject each instance, with respect to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part business and affairs of the Company, its subsidiaries and/or its other party relating to this Lease Agreement affiliates; (subject to any cure rights provided hereinD) in which case, the non-defaulting party shall be entitled to all benefits, remediesbeen indicted for, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking has been found by a court of competent jurisdiction of to have committed or plead guilty to, (1) a felony (or state law equivalent) or (2) any other serious crime involving moral turpitude or that has (or is reasonably likely to have) a material adverse effect either party's assets pursuant on (x) the Executive’s ability to proceedings brought perform his duties under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be Agreement or (y) the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal reputation and goodwill of the proceedings within one hundred twenty Company, regardless of whether or not such other crime is related or unrelated to the business of the Company, its subsidiaries or other affiliates; (120E) shown chronic use of alcohol, drugs or other similar substances that materially affects the Executive’s work performance; (F) breached his obligations under (1) this Agreement, (2) the Confidentiality, Non-Compete and Inventions Assignment Agreement attached hereto as Exhibit A (the “Covenants Agreement”) or (3) any other agreement executed by the Executive for the benefit of the Company, its subsidiaries and/or other affiliates, provided, that, if such breach described in this clause (F) is susceptible to cure, the Executive shall have thirty (30) days after notice to cure such breach; (G) failed to materially perform the filing of such involuntary proceedings; and
iv) Subject Executive’s duties or to Section 26 of this Lease Agreement and follow the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction lawful directives of the Leased Premises by fireCEO; provided, tornado that, if such failure described in this clause (G) is susceptible to cure, the Executive shall have thirty (30) days after notice to cure such failure; or (H) materially violated the Company’s written code of conduct or other casualty written or established policies and/or procedures in place from time to time; provided, that, if such an extent that they are rendered untenable or substantially unfit for violation described in this clause (H) is susceptible to cure, the purpose for which they were leased unless same may be repaired by City or Lessee using Executive shall have thirty (30) days after notice from the proceeds of insurance providing coverage for loss Board to cure such violation. Any notice to the structure of Executive under this Section 6(a)(i) shall be in writing and shall specify in reasonable detail the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, LesseeExecutive’s exercise of its option to not maintain, repair acts or replace damage to omissions that the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementCompany alleges constitute “Cause.”
Appears in 2 contracts
Sources: Employment Agreement (Caladrius Biosciences, Inc.), Employment Agreement (Caladrius Biosciences, Inc.)
Termination for Cause. (I) City K&B may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises at any time for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) daysCause, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party case Employee shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after receive base salary and Bonus accrued through the happening date of any one such termination. Any of the following eventsshall constitute "Cause":
(i) The filing any material breach by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions Employee of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings terms of this Agreement or his non-competition agreement with K&B or the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and K&B where such breach is not cured within one hundred twenty thirty (12030) days after the filing written notice of such involuntary proceedings; andbreach is delivered to Employee;
(ii) intoxication with alcohol or drugs while on the premises of K&B or any of the Companies or any customer or potential customer to the extent that in the reasonable judgment of management, Employee is abusive or his ability to perform his duties and responsibilities under this Agreement is impaired;
(iii) conviction of a felony or any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime likely to result in public disparagement with respect to any of the Companies;
(iv) Subject intentional misappropriation of property belonging to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage K&B or destruction any of the Leased Premises by fireCompanies;
(v) illegal business practices in connection with any of K&B or the Companies' businesses which could have a material adverse effect on CEC's, tornado CECO's, K&B's or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure any of the Leased Premises if anyCompanies' or their business or financial position or reputation;
(vi) excessive absence of Employee from his employment during usual business hours for reasons other than vacation, in accordance with Section 26 disability or sickness after written notice thereof is delivered to Employee describing the nature of this Lease Agreement, such excess absences and affording Employee one more opportunity to avoid excess absences; or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Ceco Environmental Corp), Employment Agreement (Ceco Environmental Corp)
Termination for Cause. (I) City The Board may terminate the Assistant Superintendent for: (1) refusal or failure to act in accordance with specific provisions of this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one lawful Board directives; (2) breach of this Agreement; (3) unsatisfactory performance as established by two or more written evaluations conducted in two separate fiscal years as part of the purpose(sAnnual Evaluation process; (4) stated any grounds enumerated in Section 1 Education Code sections 44932, 44933, or 44939; (5) conviction of or a “nolo contendere” plea to a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; (6) any act causing the suspension or revocation of any credential held by the Assistant Superintendent; or (7) inability to perform the essential functions of the position, with or without reasonable accommodation. The existence of such cause shall constitute a material breach of this Lease Agreement for a period and shall extinguish all rights and duties of ninety (90) days, provided that (i) City may not terminate the parties under this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City If cause exists, the Board shall provide Lessee meet with the Assistant Superintendent and shall submit a written statement of the grounds for termination and copies of written documents the Board reasonably believes supports the termination. If the Assistant Superintendent disputes the charges, the Assistant Superintendent shall then be entitled to a conference before the Board in closed session. The Assistant Superintendent and the Board shall each have the right to be represented by counsel at least forty-five (45) days advance their own expense. The Assistant Superintendent shall have a reasonable opportunity to respond to all matters raised in the charges and to submit any written notice of its intention documents the Assistant Superintendent believes are relevant to the charges. The conference with the Board shall not be an evidentiary hearing and neither party shall have the opportunity to call witnesses. If the Board, after considering the presentation, decides to terminate this Lease Agreement for such causeAgreement, it shall provide the Assistant Superintendent with a written decision. The decision of the Board shall be final. The Assistant Superintendent’s conference before the Board shall be deemed to satisfy the Assistant Superintendent’s entitlement to due process of law and City shall incur no liability be the Assistant Superintendent’s exclusive right to Lessee for such terminationany conference or hearing otherwise required by law. Lessee’s failure The Assistant Superintendent waives any other rights that may be applicable to include a clause for this termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction cause proceeding with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination the understanding that completion of this Lease Agreement in whole or in part for this cause.
(II) Subject conference exhausts the Assistant Superintendent’s administrative remedies and then authorizes the Assistant Superintendent to contest the Board’s determination according to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions dispute resolution set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementbelow.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement
Termination for Cause. If either party breaches this Agreement (Ior the Promissory Note), the other party may elect to give the breaching party written notice describing the alleged breach. If the breaching party has not cured such breach within thirty (30) City days (ten (10) days for any payment breach hereunder or under the Promissory Note) after receipt of such notice, the notifying party will be entitled, in addition to any other rights it may have under this Agreement or under applicable law, to terminate this Lease Agreement effective immediately; provided, however, that if the cure of such breach in whole or in part should Lessee fail to utilize good faith takes longer than such thirty (30) period, then the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for parties shall entertain a period of ninety (90) dayslonger cure period, provided that (i) City may not terminate this Lease Agreement if the curing party embarks on same and diligently prosecutes and pursues such failure is due cure to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreementcompletion. City Notwithstanding the foregoing, breach of Section 12.5 shall provide Lessee with at least forty-five (45) days advance written notice of its intention entitle either party to terminate this Lease Agreement for immediately upon written notice. In the event that it is established that as of the Effective Date, Reliant did not own, or have the unrestricted right to use, the Reliant Intellectual Property or have the unrestricted right to grant the license granted hereunder to SLT, or in the event that as of the Effective Date Reliant did not own the Tangible Assets free and clear of any material liens or encumbrances of any kind, then SLT shall have the right, as its sole and exclusive remedy, to terminate this Agreement; provided, however, that any Advance Royalty Payments made by SLT as of the date of such causetermination by SLT which have not yet been offset by earned or deemed earned royalties, and City shall incur no liability be reimbursed to Lessee for SLT by Reliant within thirty (30) days after such termination. Lessee’s failure to include a clause for termination for this reason Notwithstanding the foregoing, SLT's obligations under the Promissory Note shall continue in accordance with its terms notwithstanding any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: License and Development Agreement (Surgical Laser Technologies Inc /De/), License and Development Agreement (Photomedex Inc)
Termination for Cause. (Ia) City The Company or, if applicable, any of its Affiliates, may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more employment of the purpose(s) stated Employee at any time without notice or payment in Section 1 lieu of notice for “Cause,” which, for purposes of this Lease Agreement for a period shall mean:
(i) The Employee’s breach of ninety any material term or provision of this Agreement (90) daysincluding the covenants in Article 3 hereof), provided that a breach of the Code of Conduct shall not be Cause unless the conduct at issue constitutes Cause under (iii)-(vii) City may not terminate of this Lease Agreement if such failure is due to construction or rehabilitation after casualty and Section;
(ii) City may not terminate The Employee’s documented failure to substantially perform the Employee’s duties under this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written ; provided that the Employee was provided notice of its intention such failures, counseled as to terminate this Lease Agreement for how to correct or remediate such causefailures, and City shall incur no liability has failed to Lessee for correct or remediate such termination. Lesseefailure within thirty (30) days;
(iii) The Employee’s failure to include a clause reasonably cooperate with any lawful investigation undertaken by the Company;
(iv) The Employee’s gross negligence or breach of fiduciary duty provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct;
(v) Any conviction of the Employee (A) under any local, state, provincial or federal statute which makes the performance of the Employee’s duties impracticable or impossible, (B) of any offense against the Company or its personnel, Affiliates for termination for this reason in any subcontractwhom Employee is providing services, purchase orderor customers, agreement or (C) of any other document offense involving moral turpitude;
(vi) Any misconduct, gross incompetence or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction conduct incompatible with termination for this cause and Lessee expressly waives any damages, delay damagesthe Employee’s duties hereunder, or indirect costs which may arise from termination prejudicial to the Company’s business provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct; or
(vii) Gross insubordination or willful disobedience to the lawful directions of this Lease Agreement in whole or in part for this causemanagement of the Company provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct.
(IIb) Subject If the Company exercises its rights under this Agreement to terminate the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which caseEmployee’s employment for Cause, the non-defaulting party Employee shall not be entitled to all benefits, remedies, receive any further remuneration or rights afforded by law; payments of any kind or 2) upon or nature hereunder from and after the happening Termination Date, other than any earned but unpaid Base Salary, any unpaid earned bonuses from the year prior to termination, reimbursement of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party reasonable expenses incurred prior to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementterms hereof, and any other payments required by law (“Mandatory Payments”).
Appears in 2 contracts
Sources: Asset Purchase Agreement (Digital Media Solutions, Inc.), Asset Purchase Agreement (Digital Media Solutions, Inc.)
Termination for Cause. Termination for “Cause” shall mean termination because of Executive’s (Ia) City may terminate willful misconduct or habitual neglect in the performance of his duties under this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(sAgreement, (b) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. LesseeExecutive’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damagesconviction by, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party entry of a voluntary petition in bankruptcy;
ii) The institution plea of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by guilty or nolo contendere in, a court of competent and final jurisdiction of either party's assets pursuant to proceedings brought under the provisions for any felony, (c) material breach of any Federal Reorganization Actmaterial provision of this Agreement that remains uncured ten (10) days following written notice thereof from the Company to Executive , unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such breach no later than the thirtieth (30th) day following such written notice by the Company, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following written notice thereof from the Company, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following such written notice from the Company, (e) Executive’s perpetration of an intentional and knowing fraud against or affecting the Company, or any customer, agent, or employee thereof, or (f) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. Any involuntary proceedings based For purposes hereof, no act or failure to act on insolvency statutes Executive’s part shall be “willful” unless done or omitted not in good faith and without actual belief that the action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice of termination which shall include a written statement to the basis effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal for Cause which have not vested or been earned as of the proceedings within one hundred twenty (120) days after Termination Date. Executive shall have the filing right to receive compensation or other benefits which have already vested or been earned as of the Termination Date for Cause, unless payment of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and compensation or benefits is expressly prohibited by the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured therebyof any plan, damage program or destruction of the Leased Premises by fire, tornado agreement governing such compensation or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementbenefits.
Appears in 2 contracts
Sources: Executive Employment Agreement (Second Sight Medical Products Inc), Executive Employment Agreement (Second Sight Medical Products Inc)
Termination for Cause. (I) City may The Company shall have the right to terminate this Lease Agreement in whole or in part should Lessee fail the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to utilize the Leased Premises for one or more exist if any of the purpose(s) stated following circumstances exist in Section 1 the reasonable judgment of this Lease Agreement for a period of ninety (90) days, provided that the Company: (i) City may not terminate the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Lease Agreement if such failure is due to construction or rehabilitation after casualty and Agreement; (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such causethe Executive has committed theft, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontractforgery, purchase orderfraud, agreement misappropriation, embezzlement, or any other document act of material misconduct against the Company or writing related any of its affiliates; (iii) the Executive has violated any fiduciary duty owed to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damagesthe Company; (iv) the Executive is convicted of, or indirect costs which may arise from termination enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Lease Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2 (i)-(vi) or (viii) shall constitute Cause for termination even in whole the absence of such written notice; or in part for this cause.
(IIviii) Subject the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part satisfaction of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which caseBoard of Directors, the non-defaulting party shall be entitled to all inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party except for accrued but unpaid salary and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises accrued but unused vacation in accordance with the provisions policy of Section 6(A)(I) of this Lease Agreementthe Company.
Appears in 2 contracts
Sources: Executive Employment Agreement (Martek Biosciences Corp), Executive Employment Agreement (Martek Biosciences Corp)
Termination for Cause. (I) City may terminate The Corporation shall have no obligation to make payments of any kind or grant Options to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment with the Corporation is terminated on account of the Executive's discharge for cause. For purposes of this Lease Agreement in whole or in part should Lessee fail to utilize paragraph 5, the Leased Premises Executive shall be considered terminated for "cause" if he is discharged by the Corporation on account of the occurrence of one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
(i) The filing the Executive becomes addicted to drugs or alcohol;
(ii) the Executive discloses confidential information in violation of paragraph 4(a) or engages in competition in violation of paragraph 4(b) to the detriment of the Corporation and/or Thane;
(iii) the Corporation is directed by any party regulatory or governmental authorities to terminate the employment of the Executive or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the Corporation;
(iv) the Executive is convicted of a voluntary petition in bankruptcyfelony crime (other than a felony resulting from a minor traffic violation);
ii(v) The institution the Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) the Executive has been given a period of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty thirty (12030) days after such notice to cure such misconduct. However, no notice or cure period shall be required if Executive's disregard of his duties has materially and adversely affected the filing Corporation and/or Thane;
(vi) any event of such involuntary proceedings; and
iv) Subject willful misconduct to Section 26 of this Lease Agreement and the terms and conditions set forth extent that, in the Senior Mortgage reasonable judgment of the Board, the Executive's credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or
(vii) the Executive commits an act of fraud against the Corporation and/or Thane, violates a duty of loyalty to the Corporation and/or Thane as defined herein) and other loan documents secured thereby, damage under Florida law or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementviolates paragraph 2.
Appears in 2 contracts
Sources: Employment Agreement (Thane International Inc), Employment Agreement (Thane International Inc)
Termination for Cause. (I) City The Board, by vote of a majority of its members, may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises employment of Employee with Employer at any time during the Term for one or more of the purpose(s) stated in Section 1 “Cause”. For purposes of this Lease Agreement for a period of ninety (90) daysAgreement, provided that “Cause” shall be deemed to exist if, and only if:
(i) City may not terminate this Lease Agreement if such failure is due Employee shall engage, during the performance of his duties hereunder, in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance that result in material harm to construction or rehabilitation after casualty and Employer;
(ii) City may Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; or
(iii) Employee shall materially breach this Agreement, and such breach by its nature, is incapable of being cured, or such breach remains uncured for more than thirty (30) days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement that involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure. Without limiting the generality of the foregoing, the following shall not constitute Cause for termination of Employee or the modification or diminution of any of his authority hereunder: (x) any personal or policy disagreement between Employee and Employer, or any member of Employer or its Board; or (y) any action taken by Employee in connection with his duties hereunder or any failure to act, if Employee acted or failed to act in good faith and in a manner Employee reasonably believed to be in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the contrary, if Employer shall terminate the employment of Employee hereunder for Cause, Employer shall give at least thirty (30) days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), shall be paid to Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any obligation for Severance Benefits, to Employee under this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City Such termination shall provide Lessee with at least forty-five (45) days advance written notice have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and other employee policies and practices of its intention Employer applicable to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (CBOE Holdings, Inc.), Employment Agreement (CBOE Holdings, Inc.)
Termination for Cause. (I) City The Company may terminate the term of employment and all of the Company’s obligations under this Lease Agreement, other than its obligations set forth below in this Section 4.1, for “cause”. Termination by the Company for “cause” shall mean termination because of your (a) conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised) other than as a result of a moving violation or a Limited Vicarious Liability (as defined below), (b) willful failure or refusal without proper cause to perform your material duties with the Company, including your obligations under this Agreement (other than any such failure resulting from your incapacity due to physical or mental impairment), (c) willful misappropriation, embezzlement or reckless or willful destruction of Company property, (d) willful and material breach of any statutory or common law duty of loyalty to the Company having a significant adverse financial impact on the Company or on the Company’s reputation; (e) intentional and improper conduct materially prejudicial to the business of the Company or any of its affiliates, or (f) willful or material breach of any of the covenants provided for in whole Section 9 hereof. Such termination shall be effected by written notice thereof delivered by the Company to you and shall be effective as of the date of such notice; provided, however, that if (i) such termination is because of your willful failure or in part should Lessee fail refusal without proper cause to utilize the Leased Premises for perform any one or more of your obligations under this Agreement, (ii) such notice is the purpose(sfirst such notice of termination for any reason delivered by the Company to you under this Section 4.1, and (iii) stated in Section 1 within 15 days following the date of this Lease Agreement such notice you shall cease your refusal and shall use your best efforts to perform such obligations, the termination shall not be effective. The term “Limited Vicarious Liability” shall mean any liability which is based on acts of the Company for which you are responsible solely as a period result of ninety (90your office(s) days, with the Company; provided that (x) you are not directly involved in such acts and either had no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to attempt to prevent the acts causing such liability or (y) after consulting with the Company’s counsel, you reasonably believed that no law was being violated by such acts. In the event of termination by the Company for cause, without prejudice to any other rights or remedies that the Company may have at law or in equity, the Company shall have no further obligation to you other than (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and pay Base Salary through the effective date of termination, (ii) City may to pay any Bonus for any year prior to the year in which such termination occurs that has been determined but not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice yet paid as of its intention to terminate this Lease Agreement for the date of such causetermination, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability (iii) with respect to any sublease rights you have pursuant to any insurance or other person for lost profits benefit plans or otherwise resulting from or in conjunction arrangements of the Company. You hereby disclaim any right to receive a pro rata portion of any Bonus with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject respect to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) year in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementoccurs.
Appears in 2 contracts
Sources: Employment Agreement (Time Warner Cable Inc.), Employment Agreement (Time Warner Cable Inc.)
Termination for Cause. (I) City may The Company shall have the right to terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises Executive's employment at any time for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance Cause by giving Executive written notice of its intention the effective date of termination (which effective date may, except as otherwise provided below, be the date of such notice). If the Company terminates Executive's employment for Cause, Executive shall be paid his unpaid Base Salary through the date of termination and the amount of any unpaid Bonus to terminate which Executive had become entitled under the Bonus Plan prior to the effective date of such termination and the Company shall have no further obli- gation hereunder from and after the effective date of termination and the Company shall have all other rights and remedies available under this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from agreement and at law or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination equity. For purposes of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgageeonly, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party Cause shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following eventsmean:
i) The filing by fraud, misappropriation, embezzlement, or other act of material misconduct against the Company or any party of a voluntary petition in bankruptcyits affiliates;
ii) The institution substantial and willful failure to perform specific and lawful directives of proceedings in bankruptcy against the Board or any party and Supervising Officer, as reasonably deter- mined by the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedingsBoard;
iii) The taking willful and knowing violation of any rules or regulations of any governmental or regulatory body, which is materially injurious to the financial condition of the Company;
iv) conviction of or plea of guilty or nolo contendere to a felony;
v) Executive's loss of any personal gaming or related regulatory approval or license required to perform his duties under this Agreement; or
vi) a final determination by a court of competent jurisdiction that Executive breached the Standstill Agreement of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Acteven date herewith by and among Circus Circus Enterprises, Inc., a Nevada corporation, Michael S. Ensign, William R. Richardson, Da▇▇▇ ▇. Any involuntary proceedings based on insolvency statutes shall ▇▇▇▇▇▇▇, ▇eter ▇. ▇▇▇▇▇ ▇▇, ▇▇▇ ▇le▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇o subp▇▇▇▇▇▇▇▇ ▇▇) ▇▇▇▇▇, Executive may not be terminated for Cause unless and until the basis Board has given him reasonable written notice of its intended actions and specifically de- scribing the alleged events, activities or omissions giving rise thereto and with respect to those events, activities or omissions for termination unless which a cure is possible, a reasonable opportunity to cure such breach; and provided, further, that for purposes of determining whether any such Cause is present, no act or failure to act by Executive shall be considered "willful" if done or omitted to be done by Executive in good faith and in the party against whom reasonable belief that such act or omission was in the proceedings are instituted shall fail to secure the dismissal best interest of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises Company and/or required by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementapplicable law.
Appears in 2 contracts
Sources: Employment Agreement (Circus Circus Enterprises Inc), Employment Agreement (Circus Circus Enterprises Inc)
Termination for Cause. (I) City The Company may terminate the Executive’s employment for Cause. For purposes of this Lease Agreement in whole or in part should Lessee fail Agreement, “Cause” means the Executive: (i) willfully, substantially, and continually fails to utilize perform the Leased Premises duties for one or more which he is employed by the Company; (ii) willfully fails to comply with the legal instructions of the purpose(sBoard or the CEO; (iii) stated willfully engages in Section 1 conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company; (iv) willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of the Company; (v) is indicted for, or enters a plea of nolo contendere to, a felony; (vi) engages in an act or acts of gross malfeasance in connection with his employment hereunder; (vii) commits a material breach of Sections 12, 13 or 14 of this Lease Agreement Agreement; (viii) commits a material breach of any policies and procedures contemplated by the Company’s Code of Conduct or similar policy; or (ix) exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving him written notice of termination on or before the date of such termination specifying in reasonable detail the circumstances constituting such Cause, and providing Executive with a period of ninety at least thirty (9030) days, provided that (i) City may not terminate this Lease Agreement days in which to cure the conduct constituting Cause if such failure conduct is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreementcapable of being cured. City shall provide Lessee with at least forty-five (45) days advance written notice In the event of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part the Executive’s employment for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which caseCause, the non-defaulting party Executive shall be entitled to all benefits, remedies, receive (A) his base salary pursuant to Section 3(a) and any other compensation and benefits to the extent actually earned pursuant to this Agreement or rights afforded by law; under any benefit plan or 2) upon or after the happening of any one program of the following events:
iCompany as of the date of such termination at the normal time for payment of such salary, compensation or benefits and (B) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought amounts owed under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions reimbursement policy of Section 6(A)(I) of this Lease Agreement5.
Appears in 2 contracts
Sources: Employment Agreement (Transenterix, Inc.), Employment Agreement (Transenterix Inc.)
Termination for Cause. (I) City Employer may terminate this Lease Agreement in whole or in part should Lessee fail Employee’s employment immediately for “cause” by written notice to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 Employee. For purposes of this Lease Agreement for Agreement, a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after for “cause” if the happening of termination results from any one of the following events:
(i) The filing Employee’s willful breach of any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach;
(ii) Any documented misconduct by Employee as an executive or director of Employer, or any party subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer;
(iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal;
(iv) Conviction of a voluntary petition in bankruptcycrime involving any act of dishonesty, acts of moral turpitude, or the commission of a felony;
ii(v) The institution Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer’s unexcused failure to perform its obligations under this Agreement;
(vi) Documented failure to follow the reasonable, written instructions of proceedings the Board of Directors of Employer, the Employer’s Chief Banking Officer, or the Employer’s Chief Executive Officer or authorized designee, provided that the instructions do not require Employee to engage in bankruptcy against unlawful conduct; or
(vii) A willful violation of a material rule or regulation of the Office of the Comptroller of the Currency or of any party other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee’s employment is terminated for cause, Employee shall forfeit all rights to payments and the adjudication of either party benefits otherwise provided pursuant to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court Agreement; provided, however, that Base Salary shall be paid through the date of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementtermination.
Appears in 2 contracts
Sources: Employment Agreement (Community Bank System Inc), Employment Agreement (Community Bank System, Inc.)
Termination for Cause. (I) City The Company may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises Executive's employment for one or more Cause by giving the Executive seven (7) days prior written notice of the purpose(s) stated in Section 1 such termination. For purposes of this Lease Agreement Agreement, "Cause" for a period of ninety (90) days, provided that termination shall mean
(i) City may not terminate the willful failure or refusal to carry out the reasonable directions of the Board, which directions are consistent with the Executive's duties as set forth under this Lease Agreement if but which directions the Executive has failed to follow or implement within thirty (30) days after written notice of such failure, other than a failure is resulting from the Executive's complete or partial incapacity due to construction physical or rehabilitation after casualty and mental illness or impairment;
(ii) City may a conviction for a violation of a state or federal criminal law involving the commission of a felony;
(iii) a willful act by the Executive that constitutes gross negligence in the performance of the Executive's duties under this Agreement and which materially injures the Company. No act, or failure to act, by the Executive shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the Company's best interest;
(iv) a material breach by the Executive of the terms of this Agreement, which breach has not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five been cured by the Executive within fifteen (4515) days advance of written notice of said breach by the Company;
(v) repeated unethical business practices by the Executive in connection with the Company’s business, which unethical business practices continue after fifteen (15) days after written notice thereof by the Company;
(vi) habitual use of alcohol or drugs by the Executive; or
(vii) violation of the Company’s Code of Ethics or similar code of business conduct adopted by the Company for its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such terminationexecutive officers. Lessee’s failure to include a clause for Upon termination for this reason in any subcontractCause, purchase order, agreement or any other document or writing related to this Lease Agreement the Executive shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening payment of any one of compensation other than salary and benefits under this Agreement earned up to the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing date of such involuntary proceedings; and
iv) Subject to Section 26 termination and any stock options, warrants or similar rights which have vested at the date of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementtermination.
Appears in 2 contracts
Sources: Employment Agreement (Dynatronics Corp), Employment Agreement (Dynatronics Corp)
Termination for Cause. (I) City The Company may terminate Executive’s employment pursuant to the terms of this Lease Agreement in whole at any time for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no further right to compensation, bonus or in part should Lessee fail reimbursement under Section 5. For purposes of this Section 7.02, “cause” shall mean: (i) Executive is convicted of a felony which is directly related to utilize Executive’s employment or the Leased Premises for one or more business of the purpose(s) stated in Section 1 of this Lease Agreement for Company or could otherwise reasonably be expected to have a material adverse effect on the Company’s business, prospects or future stock price which price should be measured over a period of ninety (90) days, provided that (i) City may at least six months. Felonies involving the driving of motor vehicles shall not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and be grounds for termination; (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to the Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to the Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five provision of Section 10 or Section 11; (45v) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. LesseeExecutive’s repeated refusal (other than any failure to include perform arising from a clause for termination for this reason in any subcontract, purchase order, agreement physical or any other document or writing related mental disability) to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises act in accordance with the provisions reasonable directions of the Company’s Board of Directors directing Executive to perform services consistent with Executive’s status as an officer of the Company, which refusal is not cured by Executive within ten (10) days of Executive’s receipt of written notice thereof from the Company (provided, however, that if such breach cannot be cured within ten (10) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within twenty (20) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which remains uncured for more than ten (10) days after written notice thereof by the Company to Executive. Executive's failure to comply with the requirements of Section 6(A)(I) 10 of this Lease Agreement shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statute have been determined and no further appeals are permissible.
Appears in 2 contracts
Sources: Employment Agreement (China Energy Technology Corp., Ltd.), Employment Agreement (China Energy Technology Corp., Ltd.)
Termination for Cause. (I) City The Company may terminate the term of employment, the Advisory Period (if any) and all of the Company's obligations under this Lease Agreement, other than its obligations set forth below in this Section 4.1, for "cause" but only if the term of employment or any Advisory Period has not previously been terminated pursuant to any other provision of this Agreement. Termination by the Company for "cause" shall mean termination by action of the Company's Board of Directors, or a committee thereof, because of the Executive's conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised) or willful refusal without proper cause to perform his obligations under this Agreement or because of the Executive's breach of any of the covenants provided for in whole or in part should Lessee fail Section 9. Such termination shall be effected by written notice thereof delivered by the Company to utilize the Leased Premises for Executive and shall be effective as of the date of such notice; provided, however, that if (i) such termination is because of the Executive's willful refusal without proper cause to perform any one or more of his obligations under this Agreement, (ii) such notice is the purpose(sfirst such notice of termination for any reason delivered by the Company to the Executive under this Section 4.1, and (iii) stated within 15 days following the date of such notice the Executive shall cease his refusal and shall use his best efforts to perform such obligations, the termination shall not be effective. In the event of such termination by the Company for cause, without prejudice to any other rights or remedies that the Company may have at law or in Section 1 of this Lease Agreement for a period of ninety (90) daysequity, provided that the Company shall have no further obligations to the Executive other than (i) City may not terminate this Lease Agreement to pay Base Salary and make credits of deferred compensation as provided in Sections 3.1 and 3.3, or to pay Advisory Period compensation, if such failure is due to construction or rehabilitation after casualty and applicable, accrued through the effective date of termination, (ii) City may to pay any annual bonus pursuant to Section 3.2 to the Executive in respect of the calendar year prior to the calendar year in which such termination is effective, in the event such annual bonus has been determined but not terminate this Lease Agreement without Mortgagee consent whenever yet paid as of the date of such termination and (iii) with respect to any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice rights the Executive has in respect of amounts credited to the Trust Account or pursuant to any insurance or other benefit plans or arrangements of the Company maintained for the benefit of its intention senior executives. The Executive hereby disclaims any right to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include receive a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction pro rata portion of the Executive's annual bonus with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject respect to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) year in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening such termination occurs. The fourth sentence of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party Section 3.3 and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of Sections 3.8, 8.2, 8.3 and 9 through 12 and Annex A shall survive any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail pursuant to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to this Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement4.1.
Appears in 2 contracts
Sources: Employment Agreement (Aol Time Warner Inc), Employment Agreement (Aol Time Warner Inc)
Termination for Cause. Employee’s employment may be terminated by Employer for “Good Cause”, as described below. Upon such termination, Employer’s obligation to compensate Employee under this Agreement shall in all respects cease, except that Employer shall pay Employee, within thirty days of such termination (I) City may terminate this Lease Agreement in whole or in part should Lessee fail sooner if required by law), any Accrued Compensation as of the time of such termination and Employee shall be entitled to utilize any Accrued Benefits as of the Leased Premises for time of such termination when and if provided to be paid by the applicable program or plan. “Good Cause” includes, but is not limited to any one or more of the purpose(sfollowing occurrences:
(a) stated Employee’s breach of any of the covenants contained in Section 1 this Agreement;
(b) Employee’s conviction or entry of a plea of guilty or nolo contendere for any crime involving moral turpitude or which is punishable by imprisonment in the jurisdiction involved;
(c) Employee’s commission of an act of fraud, whether prior or subsequent to the date hereof, upon any of the Companies or any customer of any of the Companies;
(d) Employee’s willful failure or refusal to perform his duties as required by this Lease Agreement for a period of ninety (90) daysAgreement, provided that that, the termination of Employee’s employment pursuant to this subparagraph (id) City may shall not terminate this Lease Agreement if constitute valid termination for Good Cause unless Employee shall first have received written notice from the President stating with specificity the nature of such failure is due to construction or rehabilitation after casualty refusal in the performance of duties and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with affording Employee at least forty-five fifteen days to correct the act or omission complained of;
(45e) days advance written notice gross negligence, theft of its intention any property of any of the Companies, or the theft of any property of any customers or suppliers, material violation by Employee of any duty of loyalty to terminate this Lease Agreement for such causeEmployer, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default material misconduct on the part of the other party relating to this Lease Agreement Employee; or
(subject to f) material violation of any cure rights provided herein) employee policy manual promulgated by Employer as in which caseeffect at that time, including, without limitation, the nonreceipt of any kick-defaulting party back or side payment from any customer, supplier or vendor. Notwithstanding the foregoing, termination of Employee’s employment by resignation shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one deemed a termination for Good Cause and shall be effective as of the following events:
i) The filing effective date of such resignation, but acceptance of such resignation by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes Employer shall not be deemed a waiver of any right of Employer or the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of Companies under this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (T-3 Energy Services Inc), Employment Agreement (T-3 Energy Services Inc)
Termination for Cause. (I) City Employer may terminate this Lease Agreement in whole or in part should Lessee fail Employee’s employment immediately for “cause” by written notice to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 Employee. For purposes of this Lease Agreement for Agreement, a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after for “cause” if the happening of termination results from any one of the following events:
(i) The filing Employee’s willful breach of any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach;
(ii) Any documented misconduct by Employee as an executive or director of Employer, or any party subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer;
(iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal;
(iv) Conviction of a voluntary petition in bankruptcycrime involving any act of dishonesty or moral turpitude, or the commission of a felony;
ii(v) The institution Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer’s unexcused failure to perform its obligations under this Agreement;
(vi) Documented failure to follow the reasonable, written instructions of proceedings the Board of Directors of Employer, provided that the instructions do not require Employee to engage in bankruptcy against unlawful conduct; or
(vii) A willful violation of a material rule or regulation of the Office of the Comptroller of the Currency or of any party other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee’s employment is terminated for cause, Employee shall forfeit all rights to payments and the adjudication of either party benefits otherwise provided pursuant to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court Agreement; provided, however, that Base Salary shall be paid through the date of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementtermination.
Appears in 2 contracts
Sources: Employment Agreement (Community Bank System, Inc.), Employment Agreement (Community Bank System, Inc.)
Termination for Cause. (I) City The Board, by vote of a majority of its members at a meeting at which Employee is present and given an opportunity to present his views, may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises employment of Employee with Employer at any time for one or more of the purpose(s) stated in Section 1 “Cause.” For purposes of this Lease Agreement for a period of ninety (90) daysAgreement, provided that “Cause” shall be deemed to exist if, and only if:
(i) City may not terminate this Lease Agreement if such failure is due to construction Employee shall engage, during the performance of his duties hereunder, in acts or rehabilitation after casualty and omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance;
(ii) City may Employee shall intentionally disobey or disregard a lawful and proper direction of the Board; or
(iii) Employee shall materially breach this Agreement, and such breach by its nature is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure. The following shall not constitute Cause for the termination of the employment of Employee or the modification or diminution of any of his authority hereunder:
(i) any personal or policy disagreement between Employee and Employer or any member of Employer or the Board; or
(ii) any action taken by Employee in connection with his duties hereunder, or any failure to act, if Employee acted or failed to act in good faith and in a manner he reasonably believed to be in, and not opposed to, the best interest of Employer, and he had no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the contrary, if Employer shall terminate the employment of Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of Employee with Employer is terminated by Employer for Cause, Employer shall pay Employee his accrued but unpaid Base Salary (at the rate most recently determined) through the date of termination and a Supplemental Retirement Benefit calculated on Employee’s Base Salary earned through the date of termination, and, except as otherwise provided in this Lease Agreement without Mortgagee consent whenever or in any Mortgage encumbers Benefit Plan, Insurance Plan, program or arrangement of Employer, Employer shall have no further obligation to Employee under this Lease Agreement. City Such termination shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur have no liability to Lessee for such termination. Lesseeeffect upon Employee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to rights under the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which caseBenefit Plans, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party Insurance Plans and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iiiretiree medical coverage described in paragraph (j) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement4 hereof.
Appears in 2 contracts
Sources: Employment Agreement (CBOE Holdings, Inc.), Employment Agreement (CBOE Holdings, Inc.)
Termination for Cause. Employer may, at its option, terminate your employment for Cause (I) City may terminate as defined below). For purposes of this Lease Agreement in whole or in part should Lessee fail Agreement, termination of your employment for “Cause” shall mean termination of your employment due to utilize the Leased Premises for one or more any of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that following:
(i) City may your engaging or participating in intentional acts of material fraud against the Company;
(ii) your willful misfeasance having a material adverse effect on the Company (except in the event of your incapacity as set forth in paragraph 8);
(iii) your conviction of a felony;
(iv) your willful unauthorized disclosure of trade secret or other confidential material information of the Company;
(v) your terminating your employment without Good Reason (as defined below) other than for death or incapacity pursuant to paragraph 8 (it being understood that your terminating your employment during the Original Employment Term without Good Reason prior to the end of the Original Employment Term shall constitute “cause”);
(vi) your willful and material violation of any policy of the Company that is generally applicable to all employees or all officers of the Company including, but not limited to, policies concerning ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or sexual harassment, Supplemental Code of Ethics for Senior Financial Officers, and Employer’s Business Conduct Statement;
(vii) your willful failure to cooperate fully with a bona fide Company internal investigation or an investigation of the Company by regulatory or law enforcement authorities whether or not related to your employment with the Company (an “Investigation”), after being instructed by the Board to cooperate or your willful destruction of or knowing and intentional failure to preserve documents of other material known by you to be relevant to any Investigation; or
(viii) your willful and material breach of the provisions of this Agreement. For purposes of the foregoing definition, an act or omission shall be considered “willful” if done, or omitted to be done, by you with knowledge and intent. Anything herein to the contrary notwithstanding, Board will give you written notice, not more than thirty (30) calendar days after the occurrence of the event constituting “cause” comes to the attention of another “executive officer” of Employer (as defined by the rules and regulations of the Securities Exchange Commission for purposes of the Securities Exchange Act of 1934, as amended), prior to terminating this Agreement for the cause set forth in clauses (i), (ii) (iv), (vi), (vii) and (viii) above. Such notice shall set forth the nature of any alleged misfeasance in reasonable detail and the conduct required to cure such misfeasance. Except for a breach which cannot by its nature be cured, you shall have thirty (30) calendar days from your receipt of such notice within which to cure and within which period Employer cannot terminate this Lease Agreement for the stated reasons, and, if such failure is due to construction or rehabilitation so cured, after casualty and (ii) City may which period Employer cannot terminate your employment under this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for the stated reasons. For purposes of this Agreement, no such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from purported termination of this Lease Agreement in whole or in part your employment for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions cause set forth in the Senior Mortgage clauses (as defined hereini), (ii), (iv), (vi), (vii) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to (viii) above shall be effective without such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementnotice.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (CBS Corp)
Termination for Cause. (I) City The Employer may at any time during the Employment Period and any Renewals thereof, by notice, terminate this Lease Agreement in whole and discharge the Employee for cause, whereupon the Employer's obligation to pay any compensation, severance allowance, or in part should Lessee fail other amounts payable hereunder to utilize or for the Leased Premises benefit of Employee shall terminate on the date of such discharge, notwithstanding anything herein contained to the contrary. As used herein, the term "for one cause" shall be deemed to mean and include chronic substance abuse; misappropriation of any money or more other assets or properties of the purpose(s) stated in Section 1 Employer or its subsidiaries; willful violation of specific and lawful written directions from his superiors or from the Board of Directors of the Employer; willful failure or refusal to perform the services required of Employee under this Lease Agreement for a period Agreement; other breaches of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice the covenants contained herein; willful disclosure of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease trade secrets or other person for lost profits or otherwise confidential information resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject substantial detriment to the rights of any Mortgagee, either party may terminate this Lease Agreement Employer as documented by the Employer under oath or affirmation; conviction in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's any crime involving the funds or assets pursuant of the Employer including, but not limited to, embezzlement and larceny; any civil or criminal conduct or personal misbehavior including sexual harassment which is detrimental to proceedings brought the image, reputation, welfare or security of the Employer where such misconduct or misbehavior and judgment have been documented by the Employer under oath or affirmation; and any other acts or omissions that constitute grounds for cause under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal laws of the proceedings within one hundred twenty (120) days after states of Georgia, Delaware, California, Massachusetts or Illinois, or such other states or locations wherein the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same Employer may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementhave operations.
Appears in 2 contracts
Sources: Employment Agreement (Digital Transmission Systems Inc \De\), Employment Agreement (Digital Transmission Systems Inc \De\)
Termination for Cause. (I) City The Company may at any time terminate the Executive's employment hereunder for cause. For purposes of this Lease Agreement in whole or in part should Lessee fail and subject to utilize the Leased Premises for one or more of Executive's opportunity to cure to the purpose(s) stated extent provided in Section 1 of this Lease Agreement for a period of ninety (90) days4.c. hereof, provided that (i) City may not the Company shall have "cause" to terminate this Lease Agreement the Executive's employment hereunder if such termination shall be the result of:
(1) Fraud in connection with the Executive's performance hereunder;
(2) Dishonesty in connection with the Executive's performance hereunder except to the extent the Executive proves such dishonesty was both unintentional and covered only a matter which was de minimis;
(3) The failure is due by the Executive to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement perform his material duties hereunder or any other document material breach by Executive of this Agreement;
(4) The failure by the Executive to follow, in a material manner, the lawful directions of or writing related policies established by the Board of Directors or the Chief Executive Officer of the Company unless the tasks are of the type which could not reasonably be required of Executive pursuant to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damagesAgreement;
(5) The conviction for, or indirect costs which may arise from termination plea of this Lease Agreement in whole nolo contendere to, a charge of commission of a felony or in part for this cause.crime involving moral turpitude;
(II6) Subject The Executive's performance of any services under this Agreement while under the influence of drugs, alcohol or any controlled substance except, with respect to controlled substances only, to the rights of extent Executive proves (a) taking any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking controlled substance was prescribed by a court of competent jurisdiction of either party's assets pursuant medical doctor to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty treat a medical problem, (120b) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, controlled substance was used only in accordance with Section 26 said doctor's instructions, and (c) taking such controlled substance does not and did not adversely affect Executive's job performance during more than a de minimis period of time; or
(7) The Executive acting in a manner, which damages or could reasonably be expected to damage the business or reputation of the Company. The parties agree that each of the foregoing breaches, events, crimes, behaviors, acts, inactions or occurrences constitutes independent grounds for "cause" and the failure of any breach, event, crime, behavior, act, inaction or occurrence to constitute "cause" under any paragraph of this Lease AgreementSection 4.a. shall not prevent that same breach, orevent, Lessee’s exercise of its option to not maintaincrime, repair behavior, act, inaction or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) occurrence from constituting "cause" under a different paragraph of this Lease AgreementSection 4.a.
Appears in 2 contracts
Sources: Employment Agreement (U S Wireless Data Inc), Employment Agreement (U S Wireless Data Inc)
Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, the Company shall have the right to terminate the employment of the Executive upon the occurrence of any of the following events (Iwhich events shall constitute “Cause” for termination):
(a) City may terminate The Executive shall commit any breach or violation of any of Executive’s representations or covenants under this Lease Agreement Agreement, which breach continues for a period of ten (10) days following notice thereof from the Company (except in whole or in part should Lessee the event of a breach of any provision of Article III Sections 3.2, 3.3, 3.4, and 3.5 of this Agreement, which shall require no notice to Executive prior to termination);
(b) The Executive shall willfully and continually fail to utilize substantially perform Executive’s duties with the Leased Premises Company (other than due to incapacity resulting from physical or mental illness) which failure has continued for one at least 30 days following receipt by Executive of written notice specifying the failure to substantially perform;
(c) The Executive shall willfully engage in conduct that is demonstrably and materially injurious to the Company, monetarily or more otherwise.
(d) The Executive shall, in the performance of the purpose(sExecutive’s duties under this Agreement, engage in any act of misconduct, including misconduct involving moral turpitude, which is injurious to the Company;
(e) stated The Executive shall violate or willfully refuse to obey the lawful and reasonable instructions of the Board of the Company or the President and Chief Executive Officer, provided that such instructions are not in Section 1 violation of this Lease Agreement Agreement;
(f) The Executive shall become disabled during the Term (the Executive shall be deemed to be disabled if the Executive is eligible to receive disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, the Executive shall be deemed to be disabled if Executive is unable to perform the material functions of his position with the Company, with or without reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) daysconsecutive days within any 180-day period).
(g) The Executive shall die during the Term of this Agreement. An act or failure to act is considered “willful” if done or not done with an absence of good faith and without a reasonable belief that the act or failure to act was in the best interests of the Company. If the employment of the Executive is terminated pursuant to this Section 4.1, provided that (isuch termination shall be effective upon the delivery of notice thereof to the Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (iib) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written under circumstances in which Executive is entitled to notice of its intention breach (or failure) and an opportunity to terminate this Lease Agreement for such causecure, and City in which case termination shall incur no liability be effective immediately after the notice period if Executive fails to Lessee for such termination. Lessee’s cure the breach or failure to include a clause for the reasonable satisfaction of the Company. In the event of termination for this reason in “Cause”, the Executive shall not be entitled to any subcontract, purchase order, agreement severance payments or any other document or writing related to payments under this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Golf Galaxy, Inc.), Employment Agreement (Golf Galaxy, Inc.)
Termination for Cause. (I) City may It is agreed and understood that the Company cannot terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more employment of the purpose(s) stated in Section 1 of Employee under this Lease Agreement except for a period of ninety (90) daysCause, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City which shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.mean:
(IIa) Subject to Should Employee for reasons other than illness or injury absent himself from his duties without the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part consent of the other party relating to this Lease Agreement Company (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes consent shall not be unreasonably withheld) for more than twenty (20) consecutive business days;
(b) Should Employee be convicted of a felony involving moral turpitude;
(c) Should Employee during the basis period of his employment by the Company engage in any activity that would in the opinion of the Board constitute a material conflict of interest with the Company's oil and gas activities in the Gulf of Mexico; provided that termination for termination Cause based on this subparagraph (c) shall not be effective unless the party against whom Employee shall have received written notice from the proceedings are instituted Board of such activity (which notice shall fail also include a demand for the Employee to secure cease the dismissal activity giving rise to the conflict of interest) thirty (30) days prior to his termination and the Employee has failed after receipt of such notice to cease or commence efforts to cease all activities creating the conflict of interest; or
(d) Should Employee be grossly negligent in the performance of his duties hereunder, or materially in breach of his duties and obligations under this Agreement; provided that termination for Cause based on this subparagraph (d) shall not be effective unless the Employee shall have received written notice from the Board (which notice shall include a description of the proceedings within one hundred twenty reasons and circumstances giving rise to such notice) thirty (12030) days prior to his termination and the Employee has failed after the filing receipt of such involuntary proceedings; and
iv) Subject notice to Section 26 satisfactorily discharge the performance of his duties hereunder or to comply with the terms of this Lease Agreement, as the case may be. The Company may terminate Employee's employment for Cause under this Agreement and the terms and conditions set forth without advance notice, except as otherwise specifically provided for in the Senior Mortgage subparagraphs (as defined hereinc) and other loan documents secured thereby, damage or destruction (d) above. Termination shall not affect any of the Leased Premises by fire, tornado or Company's other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementrights and remedies.
Appears in 2 contracts
Sources: Employment Agreement (Bois D Arc Energy LLC), Employment Agreement (Bois D Arc Energy LLC)
Termination for Cause. (Ia) City may terminate Employee’s employment under this Lease Agreement in whole or in part should Lessee fail shall be deemed to utilize be terminated upon the Leased Premises for one or more occurrence of any of the purpose(sfollowing events that shall constitute “Cause”, at Employer’s election, immediately upon Employer giving written notice of such termination to Employee:
(i) stated Employee’s conviction of any felony or a crime involving moral turpitude.
(ii) Employee’s failure or refusal to follow, in any material respect, the lawful instructions of Employer or the bylaws, policies, standards or regulations of Employer, which from time to time may be established or changed, and such failure or refusal is not cured within fifteen (15) days of receiving written notice of such violation from Employer.
(iii) Employee’s continued failure or refusal to faithfully and diligently perform, in any material respect, the usual and customary duties of Employee’s employment hereunder, and such failure or refusal is not cured within fifteen (15) days of receiving written notice of such violation from Employer.
(iv) Employee’s conduct is fraudulent and such conduct is not cured within fifteen (15) days of receiving written notice to cure such conduct from Employer. No termination for Cause may occur unless a written notice under this Section 1 7(a) shall specify the alleged violations in sufficient detail as to apprise Employee of this Lease Agreement for a period the default or failure, and Employer’s expectations of ninety what Employee needs to do to cure same.
(90b) daysIn the event that Employer fails to pay Employee any installment of the base salary or other amounts owed to Employee under Sections 3(a) through e) when due, and such non-payment is not cured within fifteen (15) days after Employee shall have notified Employer in writing of such non-payment, then Employee, provided that (i) City may Employee is not in default with respect to any of Employee’s obligations under this Agreement, shall have the option to terminate Employee’s employment under this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance immediately upon Employee giving written notice of its intention such termination to terminate this Lease Agreement for such causeEmployer, and City Employee shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any receive from Employer the severance pay and other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions compensation set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 paragraph 2 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementas though he had been terminated by Employer without cause.
Appears in 2 contracts
Sources: Employment Agreement (CONTRAFECT Corp), Employment Agreement (CONTRAFECT Corp)
Termination for Cause. (I) City may terminate 13.1 In the event that either Party should commit a breach of any of its obligations under this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more Agreement, and shall have not cured such breach within [***] days after receipt of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention breach from the other Party, then such other Party shall have the right to terminate this Lease Agreement immediately by written notice. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
13.2 In the event that either Party should become insolvent or make an assignment for such causethe benefit of creditors or proceedings in voluntary or involuntary bankruptcy should be instituted against it or a receiver or trustee of its property should be appointed, and City then the other Party shall incur no liability have the right to Lessee terminate this Agreement forthwith by written notice.
13.3 In the event that PharmaForm is not able to manufacture the Product according to the Specifications stated in Appendix I or for such terminationany reason should be unable (including but not limited to cases of Force Majeure) to supply the Product for a consecutive [***] month period or for a total of [***] months non-consecutively in one calendar year (whether in the quantities ordered or at all), Corcept shall have the right to terminate this Agreement forthwith by written notice. Lessee’s failure The right to include a clause for termination for this reason terminate is in any subcontract, purchase order, agreement or addition to any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from remedy available at law or in conjunction with termination for this cause and Lessee expressly waives equity.
13.4 In the event that PharmaForm shall fail to promptly secure or renew any damageslicense, delay damagesregistration, permit, authorization, or indirect costs which may arise from approval necessary for the conduct of its business in the manner contemplated by this Agreement, or if any such license, registration, permit, authorization, or approval is revoked or suspended and not reinstated within [***] days or if reinstatement is not possible within [***] days, diligent efforts are not being made by PharmaForm to effect such reinstatement, then Corcept shall have the right to terminate this Agreement immediately by written notice.
13.5 On termination or expiration of this Agreement, PharmaForm shall take reasonable measures to cease any ongoing production of Product and limit further expenses associated with such ongoing production. Expiration or termination of this Lease Agreement in whole shall be without prejudice to any rights or in part for this cause.
(II) Subject obligations that accrued to the rights benefit of either party prior to such expiration or termination. In the event of any Mortgageetermination or expiration, either party may terminate this Lease Agreement in whole or in part for: PharmaForm shall promptly return (1) default on any remaining inventory of Compound or other materials received from Corcept (including the part Corcept Starting Materials), (2) all remaining inventories of the other party relating to this Lease Agreement Product (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded payment by law; or 2) upon or after the happening of any one Corcept of the following events:
iapplicable Price for such Product), and (3) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and other Product or material being stored for Corcept, to Corcept at Corcept’s expense, but not including the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease AgreementPharmaForm Starting Materials.
Appears in 2 contracts
Sources: Manufacturing and Supply Agreement, Manufacturing and Supply Agreement (Corcept Therapeutics Inc)
Termination for Cause. (I) City may Studio shall have the right to terminate this Lease Agreement in whole or in part should Lessee fail to utilize at any time for cause. As used herein, the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that term “cause” shall mean (i) City may not terminate this Lease Agreement if such failure is due to construction misappropriation of any material funds or rehabilitation after casualty and property of Studio or any of its related companies; (ii) City may not terminate failure to obey reasonable and material orders given by the Chief Executive Officer of Studio or by the board of directors of Studio; (iii) any material breach of this Lease Agreement without Mortgagee consent whenever by you; (iv) conviction of or entry of a plea of guilty or nolo contendre to a felony or a crime involving moral turpitude; (v) any Mortgage encumbers this Lease Agreement. City shall provide Lessee willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (vi) material non-compliance with at least fortyestablished Studio policies and guidelines (after which you have been informed in writing of such policies and guidelines and you have failed to cure such non-five compliance); provided that in each such case (45other than (i) days advance or (iv) or a willful failure in (ii) or repeated breaches, failures or acts of the same type or nature) prompt written notice of its intention such cause is given to terminate this Lease Agreement for such causeyou by specifying in reasonable detail the facts giving rise thereto and that continuation thereof will result in termination of employment, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall cause is not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
cured within ten (II10) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part business days after receipt by you of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement first such notice. If you are terminated as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured therebythis Paragraph 11, damage or destruction then payment of the Leased Premises specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by fireyou shall be payment in full of all compensation payable hereunder. If Studio terminated you hereunder, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit then you shall immediately reimburse Studio for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementall paid but unearned sums.
Appears in 2 contracts
Sources: Employment Agreement (DreamWorks Animation SKG, Inc.), Employment Agreement (DreamWorks Animation SKG, Inc.)
Termination for Cause. Company may terminate Executive for cause immediately, without notice, if Company reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of Company funds or other property, or any felony. Company may also terminate Executive for cause for any of the following:
(Ia) City Breach by Executive of any material provision of this Agreement;
(b) Violation by Executive of any statutory or common law duty of loyalty to Company; or
(c) A material violation by Executive of Company's employment policies; or
(d) Commission of such acts of dishonesty, gross negligence, or willful misconduct as would prevent the effective performance of Executive’s duties or which result in material harm to Company or its business. Company may terminate this Lease Agreement for cause by giving written notice of termination to Executive, provided, however, if Company declares Executive to be in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 default of this Lease Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, Company shall deliver a written demand for substantial performance of such duties and responsibilities to Executive. Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall have a period of ninety (90) days30 days to correct the deficient performance. With the exception of the covenants included in paragraph 3 above, provided that upon termination for cause, the obligations of Executive and Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated pursuant to this paragraph, Company shall pay to Executive (i) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty Executive’s accrued but unpaid Annual Salary and the value of accrued but unused vacation pay through the effective date of the termination; (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five Executive’s accrued but unpaid Annual Bonus, if any; and (45iii) days advance written notice business expenses incurred prior to the effective date of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement Executive shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remediescontinue to participate in any employee benefit plans except to the extent provided in such plans for terminated participants, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired required by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreementapplicable law.
Appears in 2 contracts
Sources: Employment Agreement (Petrosonic Energy, Inc.), Employment Agreement (Clearsign Combustion Corp)
Termination for Cause. (I) City Either party may terminate this Lease Agreement in whole prior to its expiration for cause with thirty (30) Days prior written notice to the non-terminating party as follows:
(a) If SERVICERS or in part should Lessee fail IPAYMENT become unable to utilize perform its obligations under this Agreement or, specifically and without limiting the Leased Premises for one or more generality of the purpose(sforegoing, SERVICERS or IPAYMENT becomes unable to perform its obligations hereunder because of any applicable law or regulation, or any judgment, order, decree, or agency requirement;
(b) stated If VISA or MasterCard does not approve, or objects to, the transactions contemplated hereby or imposes costs or requires changes in Section 1 connection with any activity or transaction contemplated hereby that reduce or otherwise adversely affect the financial benefits that either party is intended to derive from this Agreement. Termination under this Subsection, however, requires an additional thirty (30) days after notice to cure. This additional time will permit an opportunity to negotiate with VISA or MasterCard and for the parties to renegotiate as to the manner in which to proceed; or
(c) This Agreement, the transactions contemplated hereby or SERVICERS' participation therein is deemed or criticized by the Office of this Lease Agreement for a period the Comptroller of ninety (90) daysthe Currency or other regulatory agency to be unlawful, provided that unsafe, and unsound or otherwise inappropriate. Notwithstanding the foregoing, (i) City may not SERVICERS and IPAYMENT reserve the right to immediately terminate this Lease Agreement if such failure is due to construction upon written notice for any breach of confidentiality obligations or rehabilitation after casualty any infringement of SERVICERS' or IPAYMENT's Intellectual Property or misuse of SERVICERS' or IPAYMENT's Marks by the other party; and (ii) City may not SERVICERS reserve the right to immediately terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance upon written notice for any commission of its intention any fraudulent or illegal activity of any Sub Independent Sales Organization wherein either (A) the fraudulent or illegal activity is material and IPAYMENT has not taken immediate action to terminate this Lease Agreement for cease such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in activities upon any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damagesnotification, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause(B) VISA and/or MasterCard require immediate termination.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Merchant Program Processing Agreement (Ipayment Inc), Merchant Program Processing Agreement (Ipayment Inc)
Termination for Cause. (I) City The Board, by vote of a majority of its members, may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises employment of Employee with Employer at any time during the Term for one or more of the purpose(s) stated in Section 1 “Cause”. For purposes of this Lease Agreement for a period of ninety (90) daysAgreement, provided that “Cause” shall be deemed to exist if, and only if:
(i) City may not terminate this Lease Agreement if such failure is due Employee shall engage, during the performance of his duties hereunder, in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance which result in material harm to construction or rehabilitation after casualty and Employer;
(ii) City may Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer;
(iii) Employee shall materially breach this Agreement, and such breach by its nature, is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure; or
(iv) The Securities and Exchange Commission, the Employer or another regulatory or law enforcement authority institutes regulatory or law enforcement proceedings against the Employee or a firm with which the Employee previously was associated, which proceedings (regardless of the underlying merits) the Employer believes in its sole discretion could be detrimental to the Employer or its reputation. Without limiting the generality of the foregoing, the following shall not constitute Cause for termination of Employee or the modification or diminution of any of his authority hereunder: (i) any personal or policy disagreement between Employee and Employer, or any member of Employer or its Board; or (ii) any action taken by Employee in connection with his duties hereunder or any failure to act, if Employee acted or failed to act in good faith and in a manner Employee reasonably believed to be in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the contrary, if Employer shall terminate the employment of Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), shall be paid to Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any obligation for severance payments, to Employee under this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City Such termination shall provide Lessee with at least forty-five (45) days advance written notice have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and other employee policies and practices of its intention Employer applicable to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.
Appears in 2 contracts
Sources: Employment Agreement (CBOE Holdings, Inc.), Employment Agreement (CBOE Holdings, Inc.)
Termination for Cause. A. If either party (Ithe "Defaulting Party") City becomes insolvent; if the other party (the "Insecure Party") has evidence that the Defaulting Party is not paying its bills when due without just cause; if a receiver of the Defaulting Party's assets is appointed; if the Defaulting Party takes any step leading to its cessation as a going concern; or if the Defaulting Party either ceases or suspends operations for reasons other than a strike, then the Insecure Party may immediately terminate this Lease Agreement on written notice to the Defaulting Party unless the Defaulting Party immediately gives adequate assurance of the future performance of this Agreement by establishing an irrevocable letter of credit -- issued by a U.S. bank acceptable to the insecure Party, on terms and conditions acceptable to the insecure Party, and in 1an amount sufficient to cover all a mounts potentially due from the Defaulting party under this Agreement -- amount sufficient to cover all amounts potentially due from the Defaulting Party under this Agreement -- that may be drawn upon by the Insecure Party if the Defaulting Party does not fulfill its obligations under this Agreement in whole a timely manner. If bankruptcy proceedings are commenced with respect to the Defaulting Party and if this Agreement has not otherwise terminated, then the Insecure Party may suspend all further performance of this Agreement until the Defaulting Party assumes or in part should Lessee fail rejects this Agreement pursuant to utilize the Leased Premises for one or more Section 365 of the purpose(s) stated in Section 1 Bankruptcy Code or any similar or successor provision. Any such suspension of further performance by the Insecure Party pending the Defaulting Party's assumption or rejection shall not be a breach of this Lease Agreement and shall not affect the Insecure Party's right to pursue or enforce any of its rights under this Agreement or otherwise.
B. If either party (the "Defaulting Party") refuses, neglects, or fails to perform, observe or keep an of the covenants, agreements, terms or conditions contained herein on its part to be performed, observed and kept, and such refusal, neglect or failure continues for a period of ninety thirty (9030) days, provided that days after written notice (i) City may not terminate this Lease Agreement if except in the case of any payments due where the period to cure such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City nonpayment shall provide Lessee with at least forty-be five (455) days advance written notice of its intention after notice) to terminate this Lease Agreement for such causethe Defaulting Party thereof, and City shall incur no liability then without prejudice to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document rights or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part remedies of the other party relating to party, this Lease Agreement (subject to any cure rights provided herein) in which caseshall, at the option of the non-defaulting party shall be entitled party, terminate as of the expiration of the notice period. Notwithstanding anything to all benefitsthe contrary herein, in the event Customer is the Defaulting Party, the Galileo may, at its sole option and without prejudice to any other of its rights or remedies, reduce or rights afforded by law; restrict provision or 2) upon or after services provided under the happening of any one Agreement without termination of the following events:Agreement.
i) C. The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication right of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions require strict performance and observance of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes obligations under this Agreement shall not be the basis affected in any way by any previous waiver, forbearance or course of dealing. Exercise by either party of its right to terminate under this Agreement shall not affect or impair its right to bring suit for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 any default or breach of this Lease Agreement. All obligations of each party that have accrued before termination or that are of a continuing nature shall survive termination.
D. If this Agreement includes more than one location and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured therebyif Customer's default or breach relates to fewer than all locations, damage then Galileo may, at its sole option, exercise its rights under this Article to terminate this entire Agreement or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss only with respect to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(Ilocation(s) of this Lease Agreementinvolved.
Appears in 2 contracts
Sources: Ancillary Services Agreement (Robotic Lasers Inc), Ancillary Services Agreement (Robotic Lasers Inc)
Termination for Cause. The Company, by action of its Board of Directors, may, by providing written notice to Employee, terminate the employment of Employee under this Agreement for "cause" at any time. The term "cause" for purpose of this Agreement shall mean:
(Ii) City may terminate this Lease Agreement in whole The refusal of Employee to implement or in part should Lessee fail adhere to utilize the Leased Premises for one lawful policies or more directives of the purpose(sBoard of Directors of the Company consistent with this Agreement; or
(ii) stated in Section 1 Employee's conviction of this Lease Agreement or entrance of a plea of nolo contendere to (A) a felony, (B) to any other crime, which other crime is punishable by incarceration for a period of ninety one (901) daysyear or longer, provided or (C) other conduct of a criminal nature that may have an adverse impact on the Company s reputation and standing in the community; or
(iii) conduct that is in violation of Employee's common law duty of loyalty to the Company; or
(iv) fraudulent conduct by Employee in connection with the business affairs of the Company, regardless of whether said conduct is designed to defraud the Company or others; or
(v) theft, embezzlement, or other criminal misappropriation of funds by Employee, whether from the Company or any other person; or
(vi) any breach of or Employee's failure to fulfill any of Employee's obligations, covenants, agreements, or duties under this Agreement. Provided, however, that "cause" pursuant to clause (i) City may or (vi) shall not terminate this Lease Agreement if such failure is due be deemed to construction or rehabilitation after casualty exist unless the Company has given Employee written notice thereof specifying in reasonable detail the facts and circumstances alleged to constitute "cause", and thirty (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (4530) days advance after such notice such conduct or circumstances has not entirely ceased or been entirely remedied. If Employee's employment is terminated for "cause," the termination shall take effect upon the effective date (pursuant to Section 24 ("Notices") of written notice of its intention such termination to Employee. In the event Employee's employment is terminated for "cause," then except for unpaid accrued vacation, the Company shall have no obligation to pay Employee any amounts, including, but not limited to Base Salary, for or with respect to any period after the effective date of the termination of Employee's employment for "cause," including any obligation under the Incentive Plan or the Equity Plan. If the Company attempts to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related Employee's employment pursuant to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause.
(II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events:
i) The filing by any party of a voluntary petition in bankruptcy;
ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings;
iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and
iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein8(a) and other loan documents secured thereby, damage or destruction of it is ultimately determined that the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the Leased Premises in accordance with Company lacked "cause," the provisions of Section 6(A)(I8(b) ("Termination by the Company—Termination Without Cause") shall apply, and Employee's sole and exclusive remedy for such breach of this Lease AgreementAgreement by the Company and/or any other damages that Employee shall have suffered or incurred of any nature whatsoever, shall be to receive the payments expressly called for by Section 8(b) ("Termination by the Company Termination Without Cause") with interest on any past due payments at the rate of eight percent (8%) per year from the date on which the applicable payment would have been made pursuant to Section 8(b) ("Termination by the Company—Termination Without Cause") plus Employee's costs and expenses (including but not limited to reasonable attorneys' fees) incurred in connection with such dispute.
Appears in 2 contracts
Sources: Employment Agreement (MRS Fields Original Cookies Inc), Employment Agreement (MRS Fields Holding Co Inc)