Termination for Certain Causes. Notwithstanding anything to the contrary ------------------------------ set forth elsewhere herein, in the event of the willful misconduct of the Employee in the performance of his duties hereunder resulting in significant economic harm to the Corporation or the conviction of the Employee for a felony under federal or state law relating to the assets, business or affairs of the Corporation or involving moral turpitude, the Employee's employment with the Corporation may be terminated by the Corporation by written notice to the Employee, provided that the Employee shall be given prior written notice by the Board of Directors of the intention to terminate him for cause and the specific grounds for such termination. The Employee shall be entitled to a hearing before the Board before such termination becomes effective.
Termination for Certain Causes. This Agreement may be terminated at any time prior to or on the Closing Date by Sellers, Metal Resources, the Company, Purchaser, or Parent, as the case may be, upon written notice to the other party only as follows:
(a) By Purchaser or Parent, if as of the date hereof or the Closing Date there is any fact or condition with respect to Sellers, Metal Resources, the Company, the Business, or the Interests which has a Material Adverse Effect on the Interests, the Company, or Business, and such fact or condition is not known to Purchaser or Parent or disclosed by Sellers, Metal Resources, or the Company in this Agreement or the Disclosure Schedules.
(b) By Purchaser or Parent if the terms, covenants or conditions of this Agreement to be complied with or performed by Sellers, Metal Resources, or the Company on or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived in writing by Purchaser or Parent.
(c) By Sellers, Metal Resources, or the Company, if the terms, covenants or conditions of this Agreement to be complied with or performed by Purchaser or Parent at or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived in writing by Sellers, Metal Resources, or the Company.
(d) By any party, if any action, suit or proceeding shall have been instituted or threatened against any party to this Agreement to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement, the Ancillary Acquisitions, the Offering, or the consummation of the transactions contemplated herein or therein, which, in the good faith opinion of any party, makes consummation of the transactions herein or therein contemplated inadvisable (in which event, no party hereto shall have any liability to the other by reason of such termination).
(e) By mutual agreement of Purchaser, Parent, Metal Resources, the Company, and Sellers.
(f) By written notice by the Sellers' Representatives to the Purchaser or the Purchaser to the Sellers' Representatives, as the case may be, in the event the Closing has not occurred on or prior to November 20, 2007, for any reason other than delay or nonperformance of the Party seeking such termination.
(g) By either party pursuant to the provisions of Section 6.3.
Termination for Certain Causes. In the event of a breach of any provision this Agreement, the Executive shall have 30 days to cure such default.
Termination for Certain Causes. This Agreement may be terminated at ------------------------------ any time prior to or on the Closing Date by Seller or Purchaser upon written notice to the other party as follows, and, upon such termination of this Agreement, no party hereto shall have any liability to the other:
(a) By Purchaser, if any substantial part of Seller's interest in the Transferred Assets are lost, destroyed, rendered unusable due to fire or other casualty.
(b) By Purchaser if the terms, covenants or conditions of this Agreement to be complied with or performed by Seller at or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived by Purchaser.
(c) By Purchaser, if there is any fact or condition with respect to Seller's interest in the Transferred Assets, or any obligation of Seller, which materially and adversely affects such Assets.
(d) By Seller, if the terms, covenants or conditions of this Agreement to be complied with or performed by Purchaser at or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived by Seller.
(e) By any party, if any action, suit or proceeding shall have been instituted against any party to this Agreement by any third party to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the consummation of the transactions contemplated herein, which, in the good faith opinion of any party, makes consummation of the transactions herein contemplated inadvisable.
Termination for Certain Causes. In the event of (i) the conviction of ------------------------------ the Executive of any felony under federal or state law, or (ii) willful gross misconduct of Executive in the performance of his duties hereunder; (iii) a material breach of any of the provisions of this Agreement, where such breach has not been cured by Executive within a period of ten days of receipt of written notice from the Corporation of proposed termination specifying the particular breach; (iv) Executive's abuse of alcohol or illegal drugs, unless, in the sole discretion of the Corporation, the Executive shall successfully complete a qualified rehabilitation program; (v) any act of theft or fraud by the Executive against the Corporation.
Termination for Certain Causes. In the event of the (i) willful and material misconduct of Executive in the performance of his duties hereunder, (ii) willful and material breach of any provision of Sections 8 or 9, or (iii) conviction of the Executive for any felony under federal or state law, this Agreement and Executive's employment hereunder may be terminated by the Corporation without prior notice. Executive's refusal to move out of the State of Florida at Corporation's request shall not constitute grounds to terminate under this paragraph.
Termination for Certain Causes. This Agreement may be terminated ------------------------------ at any time prior to or on the Closing Date by the Selling Shareholder or the Company upon written notice to the other party as follows, and, upon such termination of this Agreement, no party hereto shall have any liability to the other:
(a) By the Company, if the terms, covenants or conditions of this Agreement to be complied with or performed by the Selling Shareholder at or before the Closing shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived by the Company.
(b) By the Selling Shareholder, if the terms, covenants or conditions of this Agreement to be complied with or performed by the Company at or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived by the Selling Shareholder.
(c) By any party, if any action, suit or proceeding shall have been instituted or threatened against any party to this Agreement to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the consummation of the transactions contemplated herein, which, in the good faith opinion of any party, makes consummation of the transactions herein contemplated inadvisable.
Termination for Certain Causes. 39 12.2 Procedure on and Effect of Termination. . . . . . . . . . . . 40
Termination for Certain Causes. (a) Notwithstanding anything to the contrary set forth elsewhere herein, in the event of the willful misconduct of the Employee in the performance of his duties hereunder resulting in material economic harm to the Corporation or the conviction of the Employee for a felony under federal or state law relating to the assets, business or affairs of the Corporation or involving moral turpitude, the Term of Employment may be terminated by the Corporation by written notice to the Employee, provided that the Employee shall be given prior written notice by the Board of Directors of the intention to terminate him for cause and the specific grounds for such termination. The Employee shall be entitled to a hearing before the Board before such termination becomes effective. In the event that the Term of Employment is terminated pursuant to this Section 5(a), the Employee shall be entitled only to any base salary and any other amounts earned or accrued by or owing to the Employee but not yet paid as of the date of termination.
(b) In the event that the Employee, due to physical or mental disability or incapacity, is unable to substantially perform his duties hereunder for a period of six or more successive months, or for six months in any 12-month period, the Corporation or the Employee shall have the right to terminate the Term of Employment hereunder upon 30 days' prior written notice. In the event that the Employee is able to and recommences rendering services and performing his duties hereunder within such 30-day notice period, the Employee shall be reinstated and such notice shall be without further force or effect. If the Employee dies during the term of this Agreement, the Term of Employment shall terminate immediately upon his death. In the event that the Term of Employment is terminated pursuant to this Section 5(b), the Employee shall be entitled to receive the payments and benefits contemplated by Section 4(b) as if the Term of Employment were terminated by the Corporation other than for cause, provided, that any amounts payable thereunder shall be reduced by the aggregate -------- amount of any Disability Benefits which the Employee may receive or to which he may be entitled, in the case of termination for disability, and by any death benefits payable to his beneficiaries pursuant to any plan (other than the SERP or other option or savings plans) to which the Corporation has contributed or for which it has made payroll deductions, such as group accident, hea...
Termination for Certain Causes. In the event of Executive's (a) malfeasance, gross neglect or willful misconduct in the performance of his duties under this Agreement, b) failure to perform substantially his obligations under this Agreement (other than by reason of death or disability contemplated by Section 4(e) or (5) or (c) act of fraud, gross dishonesty or harassment against the Company or any of its employees, which default under clause (a) or b) (if susceptible to cure) continues uncured 30 days after written notice from the Company to Executive, this Agreement and Executive's employment hereto terminated by the Company without notice except as contemplated by this sentence.
