Termination of Agreement by Company. Notwithstanding anything to the contrary, the provisions of Sections 2(d) and (e) above shall not apply with respect to the Employee upon the termination of this Agreement by the Company pursuant to clause (ii) of Section 1 hereof.
Termination of Agreement by Company. Notwithstanding anything to the contrary contained in this Agreement, in the event that the scope or extent of your employment duties or responsibilities with the Company are reduced as determined by the Company in its sole discretion, this Agreement shall terminate and the Company shall have no further obligations to you hereunder. The Company shall deliver to you a written notice (the "Termination Notice") of such determination and this Agreement shall terminate effective upon your receipt of the Termination Notice; provided, however, that no Termination Notice shall be effective if delivered within six (6) months prior to a Change in Control of the Company.
Termination of Agreement by Company. Company may terminate this Agreement as follows:
(a) immediately upon giving written notice to Advisor and without any further obligation, if the Company in good faith believes, in its sole discretion, that any of the following has occurred:
(i) Advisor engaged in any willful or egregious conduct which is detrimental to the Company; or
(ii) Advisor breached any of Advisor’s obligations under this Agreement; or
(iii) Advisor has provided services to a competing company, which has resulted in an actual Conflict of Interest.
(b) for convenience, upon giving written notice to Advisor. If the Company terminates this Agreement pursuant to Section 7(a) above, any unissued and/or unexercised Options shall immediately expire and Advisor shall have no further right to exercise the unissued and/or unexercised Options. If the Company terminates this Agreement pursuant to Section 7(b), Advisor is entitled to the number of shares vested up through the date of the termination of this Agreement.
Termination of Agreement by Company. In the event Company elects to terminate this Agreement, it shall do so only as provided herein, and Company shall be required to make payments as provided herein. The Agreement, and Employee’s employment, may be terminated as follows:
Termination of Agreement by Company. During the Retention Period, the Company may terminate this Agreement upon any of the following circumstances:
Termination of Agreement by Company. This Agreement may be terminated by the Company by providing notice to the Executive pursuant to Section 24 below upon the occurrence of the following: (a) For Cause (as defined below); (b) Death of the Executive; (c) Disability (as defined below) of the Executive; or (d)
Termination of Agreement by Company. The Company has the right to refuse service to any individual or entity. After signing up a Client, the Company has the right to terminate this Agreement at any time, and for any reason, provided the Company has not yet billed the Client. Notice of termination must be in writing. If the Company has billed the Client, and begun to perform some of the services listed above, then the Company cannot terminate this Agreement unless the Client has materially breached their obligation(s). Such is the case if: the Client fails to provide necessary agreed-upon data and documentation in time, or fails to carry out an important agreed-upon action in time, or materially misrepresents the truth, or violates any laws, etcetera. Should a breach happen the Company will: a) immediately cease all further work and b) provide the Client written notice of the pending termination days prior to the end of this Agreement in order to c) serve as a final good faith attempt to help the Client reach their goals and d) should the Client not remedy the breach then the Company will prorate the Client’s refund upon termination based on the percent completion of the listed services after which e) the Client has the right to keep the results of the Company’s work up to the point of termination.
Termination of Agreement by Company. 7.1 Nothing in this Agreement shall be construed to prevent the Company from terminating this Agreement during the Term with or without Cause (as hereafter defined), effective immediately upon notification to Executive. In the event this Agreement is terminated by the Company for Cause, Executive shall not be entitled to any compensation, remuneration or other sums provided for in this Agreement payable after the date of the action or event which constitutes Cause for such termination (including any payments set forth in Section 4.2 hereof).
7.2 For purposes of this Agreement, “Cause” shall mean and include any or all of the following: (i) Executive willfully neglects the duties Executive is required to perform under the terms of this Agreement, demonstrates behavior substantially incompatible with the goals, objectives, or business interests of the Company, or commits such acts of dishonesty, fraud, misrepresentation, or any acts or moral turpitude, as would prevent the effective performance of Executive’s duties, (ii) a conviction of Executive for a felony (from which, through lapse of time or otherwise, no successful appeal shall have been made), (iii) material violation(s) of the Company’s policies and/or procedures by Executive, if Executive fails to take such remedial steps as deemed necessary by the Company to cure the problem within thirty (30) days following the Company’s written notice to Executive of such material breach, or
Termination of Agreement by Company. In the event that (a) the Town, in accordance with applicable law, modifies its regulations governing the construction or operation of the Project Facility, to the extent applicable, in a manner which could materially interfere with the construction or operation of the Project Facility, or which could require the Company to materially change its construction plans or activities or its operations to the material detriment of it or the Project Facility, (b) ORES modifies the terms and conditions of the Section 94-c Permit which materially interferes with the construction or operation of the Project Facility or which requires the Company to materially change its construction plans or activities or its operations to the material detriment of it or the Project Facility, or (c) the Project Facility is classified as taxable on the assessment roll of the Town, the Company may terminate this Agreement by written notice to the Town (the date of such notice being the “Termination Date”), and after the Termination Date, the Company shall have no further obligations hereunder except for those that explicitly survive this agreement. The Company may elect, in its sole and absolute discretion, to initiate a judicial challenge to the Town action in question, which challenge shall not serve as a waiver of its right to terminate the Agreement. In the event that the Company elects to terminate this Agreement, and either the Town or the Company seeks a judgment in a court of competent jurisdiction to declare the rights of the Parties under this Agreement, any Xxxx HCBA Payment otherwise due and owing under this Agreement as of the date of Termination, the payment of which is at dispute in the litigation, shall be deposited with the court or an escrow agent mutually agreeable to both Parties, pending the outcome of the litigation.
Termination of Agreement by Company. This Agreement may be terminated by Company for material breach of contract by HCL by giving a thirty (30) day written notice subject to HCL's right to cure any such material breach through utilization of the steering committee procedures under Section 1.8 or through corrective actions taken by HCL. Reasons for termination may include (subject to Section 1.8 - steering committee review and corrective action by HCL):
13.1 The development method, standard and specifications followed by the Offshore Development Team does not correspond to Company's standards. Company reported these [*] CONFIDENTIAL TREATMENT REQUESTED problems to HCL and HCL failed to correct these problems within thirty (30) days as agreed upon by the parties subject to section 1.8 and further HCL corrective action.
13.2 The product developed by HCL did not pass the Acceptance Criteria. Company reported these problems to HCL and HCL failed to correct these problems within thirty (30) days as agreed upon by the parties subject to Section 1.8 and further HCL correction action.
13.3 HCL did not provide status reports on projects as agreed upon, even after Company reported the problem to HCL.
13.4 HCL did not provide names of the engineers, qualifications and experience to Company or did not keep this information updated, as set forth in this Agreement.
13.5 HCL violates the non-disclosure agreement and the protection of intellectual property clauses as set forth in this Agreement.
13.6 It is the intention of the parties that HCL will cure any material breaches, correct problems, and errors referenced in Section 10.0, 13.1 and 13.2 within thirty (30) days of written notice or for a further reasonable period of time as the parties may agree in writing pursuant to a Company-approved cure plan. HCL warrants that it will diligently pursue said agreed-upon cure plan. The Company agrees not to unreasonably withhold providing HCL a further reasonable period of time in addition to the thirty (30) day written notice period to correct said material breaches, problems, or failures to pass Acceptance Criteria.
