Termination for Good. Reason shall be effective immediately upon written notice from the Employee to the President. Good Reason shall exist if CNS has materially breached any of the terms of this Agreement; Employee is assigned duties which are materially inconsistent with his position, duties, responsibilities and status as VP, Business Development; his compensation, including any incentive compensation or bonus plan, is reduced; or relocation of CNS would require him to relocate his principal residence outside reasonable commuting distance of the Twin Cities Metropolitan area.
Termination for Good. Reason shall mean the voluntary termination by Executive of his employment with the Group following:
Termination for Good cause The contractual relationship can be terminated with immediate effect for good cause by any Party negatively affected by such cause. Good cause shall include, without limitation, if one of the Parties violates material provisions of this Agreement, or if insolvency proceedings are instigated against the assets of one of the Parties, or if a petition in bankruptcy against one of the Parties is dismissed for lack of assets, to the extent that there are no statutory provisions to the contrary under insolvency law or if research funding is withdrawn or revoked or if any significant reduction in scope of the project objective or modification thereof or intermediate results clearly show that it will not be possible to realise the objective of the Project. To the extent that a Party is excluded from participation in this Agreement through termination for good cause, it shall immediately lose any and all Access Rights granted. [Should the insolvency of a Industrial Partner result in an obligation to repay public funding or in the non-granting of public funding, the Industrial Partners shall bear the cost of repayment or non-granting of funding based on their project contribution and shall indemnify and hold harmless the Research Institute accordingly.] 11.3.
Termination for Good cause The contractual relationship can be terminated with immediate effect for good cause by any Party. Good cause shall include, without limitation, if one of the Parties violates material provisions of this Agreement, or if intermediate results clearly show that it will not be possible to realise the objective of the Project, or if the Research Institute is no longer able to complete this Assignment. In the event of termination of the Agreement for good cause, the Research Institute shall determine the costs incurred up to this point in time. Unless such costs are covered by the payments made up to that point in accordance with the payment schedule, the Principal shall remit to the Research Institute the difference in amounts within 6 (six) weeks. Repayment of any amounts already used for the designated purposes by the Research Institute shall be excluded. 10.3. Continued effect of rights and obligations If the Agreement is terminated, the obligations that came into existence prior to termination (including, without limitation, Access Rights to Background and Foreground) for the benefit of the Party that did not provide cause for termination making it impossible to continue the Project shall remain in effect. The Foreground developed prior to termination shall be granted or transferred to the Principal pursuant to Article 7.
Termination for Good cause The contractual relationship can be terminated with immediate effect for good cause by any Party. Good cause shall include, without limitation, if one of the Parties violates material provisions of this Agreement, or if intermediate results clearly show that it will not be possible to realise the objective of the Project [in spite of a reasonable period of grace being granted] [, or certain milestones in spite of a reasonable period of grace being granted], or if the Research Institute is no longer able to complete this Assignment. In the event of termination of the Agreement for good cause, the Research Institute shall determine the costs incurred up to this point in time. Unless such costs are covered by the payments made up to that point in accordance with the payment schedule, the Principal shall remit to the Research Institute the difference in amounts within 6 (six) weeks. Repayment of any amounts already used for the designated purposes by the Research Institute shall be excluded. 10.3. Continued effect of rights and obligations If the Agreement is terminated, the obligations that came into existence prior to termination (including, without limitation, Access Rights to Background and Foreground) for the benefit of the Party that did not provide cause for termination making it impossible to continue the Project shall remain in effect. The Foreground developed prior to termination shall be granted or transferred to the Principal pursuant to Article 7.
Termination for Good. REASON Executive may terminate his employment hereunder for Good Reason at any time during the Employment Term, in which event Executive shall resign from all of his positions with the Company. For purposes of this Agreement, "Good Reason" shall mean the Executive's good faith determination that any of the following has occurred (without Executive's express prior written consent):
Termination for Good. Reason If the Executive's employment is terminated hy the F.xecutil•e fur Good Reason. then he will recei1·e (a) the Separation Package under Section !0.2 u!Jo, ·e. if such termination occurs outside of the 12-month periodfol/oll'ing a ('lf:•::ge r~f Control; or (h) the Change of Control Separation Package under Sec/lOll Ju.3 d •on:. ~~ such tenuination occurs within 12 monthsfolloll'ing a C'hange of Co.'!! mi. s.d:j'-·,;r M ,.;ie cundttions set out herein (H) Section 10.4 (Separation Package Deemed P.:.asonable and Sufficient) shall become Section 10.5 and deleted and replaced with the following: 10.5 Separation Package or Change of Control Separation Package Deemed Reasonable and Sufficient (a) In consideration of the Separation Package, or the Change (if Control Separation Package, as applicahle, the l~xecutil ·e expressly ll'ail•es any rights to notice of termination or pay in lieu there(?!. ll'hether under statute (including without limitation the /~SA), common !all', cil'il law or otherll'ise. The F:xecutive acknowledges that the Separation Package or Jhe C'hange of Control Separation Package, as applicahle, supersedes and replaces any and all rights to reasonable notice (if termination that the J-7xecutive might otherwise he entitled to at common law. The 1;;xecutil'e agrees that the payments and other benefits include all amounts and entitlements owing for notice (?!termination, pay in lieu of notice, and severance pay, ll'hether under contract. the 1~'SA. common law, or otherwise. As a condition of. and prior to, receiving the paymellfs and benefits of the Separation Package or the Change of Control Separation Package (as applicable) which exceed the minimum requirements of the ESA, the Exccutil·e
Termination for Good. Reason, is hereby amended by substituting the following introductory paragraph for the introductory paragraph as it appears therein (while retaining all of the remainder of said Section 7.1):
Termination for Good. Reason means that (1) without your written consent, (A) your base salary or bonus target as an employee is reduced, (B) the Company requires that your principal office be located outside of Nassau County or Manhattan, (C) the Company materially breaches its obligations to you under the Employment Agreement as modified by this letter, (D) you are no longer the Vice Chairman of the Company (E) you report directly to someone other than the Chairman (or the Executive Chairman) THE MADISON SQUARE GARDEN COMPANY TWO PENNSYLVANIA PLAZA, NEW YORK, NY 00000-0000 TEL 000-000-0000 or (F) you are assigned responsibilities materially inappropriate for the role of Vice Chairman, (2) you have given the Company written notice, referring specifically to this definition, that you do not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice, and (4) you voluntarily terminate your employment within 90 days following the happening of the action described in subsection (1) above. THE MADISON SQUARE GARDEN COMPANY TWO PENNSYLVANIA PLAZA, NEW YORK, NY 00000-0000
Termination for Good cause The contractual relationship can be terminated with immediate effect for good cause by any Party negatively affected by such cause. Good cause shall include, without limitation, if one of the Parties violates material provisions of this Agreement, or if insolvency proceedings are instigated against the assets of one of the Parties, or if a petition in bankruptcy against one of the Parties is dismissed for lack of assets, to the extent that there are no statutory provisions to the contrary under insolvency law. An individual Project can be terminated with immediate effect for good cause by any Party negatively affected by such cause, if research funding is withdrawn or revoked or if any significant reduction in scope or modification of the Project objective or intermediate results clearly show that it will not be possible to realise the objective of the Project. To the extent that a Party is excluded from participation in this Agreement through termination for good cause, it shall immediately lose any and all Access Rights granted. [Should the insolvency of an Industrial Partner result in an obligation to repay public funding or in the non-granting of public funding, the Industrial Partners shall bear the cost of repayment or non-granting of funding based on their project contribution and shall indemnify and hold harmless the Research Institute accordingly.] 11.3.
