Common use of Termination of Engagement Clause in Contracts

Termination of Engagement. NBL’s engagement hereunder and any obligations of the Company to the Executive will be terminated in accordance with Sections 6(a) and 6(d), or may be terminated in accordance with Sections 6(b), (c), (e) and (f), as follows: (a) NBL’s engagement and any obligations of the Company to the Executive will be terminated upon the last day of the Engagement Period without a renewal. (b) The Company may terminate NBL’s engagement hereunder for Cause. For purposes of this Agreement, the Company shall have “Cause” hereunder upon (i) the willful and continued failure by NBL or the Executive to substantially perform their respective duties hereunder, after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes such duties have not been substantially performed, which is not cured within 30 days after notice of such failure has been given to the Executive by the Company, or (ii) the willful engaging by NBL or the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise (including conduct that constitutes competitive activity pursuant to Section 9 hereof). For purposes of this paragraph, no act, or failure to act, on NBL’s or the Executive’s part shall be considered “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. (c) NBL may, without incurring liability or forfeiting any compensation or benefit provided hereunder, terminate this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean a failure by the Company to comply with any material provision of this Agreement which has not been cured within 30 days after written notice of such noncompliance has been given by the Executive to the Company.

Termination of Engagement. NBLNCS’s engagement hereunder and any obligations of the Company to NCS or the Executive will be terminated in accordance with Sections 6(a) and 6(d), or may be terminated in accordance with Sections 6(b), (c), (e) and (f), as follows: (a) NBLNCS’s engagement and any obligations of the Company to the Executive will be terminated upon the last day of the Engagement Period without a renewal. (b) The Company may terminate NBLNCS’s engagement hereunder for Cause. For purposes of this Agreement, the Company shall have “Cause” hereunder upon (i) the willful and continued failure by NBL NCS or the Executive to substantially perform their respective duties hereunder, after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes such duties have not been substantially performed, which is not cured within 30 days after notice of such failure has been given to the Executive by the Company, or (ii) the willful engaging by NBL NCS or the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise (including conduct that constitutes competitive activity pursuant to Section 9 hereof). For purposes of this paragraph, no act, or failure to act, on NBLNCS’s or the Executive’s part shall be considered “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. (c) NBL NCS may, without incurring liability or forfeiting any compensation or benefit provided hereunder, terminate this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean a failure by the Company to comply with any material provision of this Agreement which has not been cured within 30 days after written notice of such noncompliance has been given by the Executive to the Company.

Termination of Engagement. NBLThe engagement of Canaccord Genuity hereunder shall continue until the closing of the Transaction or until earlier terminated under this Section 5. Canaccord Xxxxxxx’s engagement hereunder and any obligations of the Company to the Executive will be terminated in accordance with Sections 6(a) and 6(d), or may be terminated by either party at any time for any reason, upon ten (10) days’ prior written notice to the other party. Upon any termination of the engagement hereunder, except for a termination by the Company with cause (as defined below) or a termination by Canaccord Genuity , Canaccord Genuity will be entitled to all fees payable under Section 2(b) hereof in accordance the event that (i) at any time prior to the expiration of twelve (12) months after such termination a Transaction is consummated with Sections 6(b)a party (A) listed on Schedule A, (c), B) Canaccord Genuity contacted (e) and (f), as follows: (a) NBL’s engagement and any obligations of or sought to contact but was prohibited by the Company to from doing so) during the Executive will be terminated upon term of this Agreement, or (C) with whom the last day Company or Canaccord Genuity had substantive discussions about a Transaction during the term of this Agreement (a “Covered Party”); or (ii) the Engagement Period without Company enters into an agreement during the term of this Agreement or during such subsequent twelve (12) month period with a renewal. (b) The Company may terminate NBL’s engagement hereunder for CauseCovered Party contemplating a Transaction and such Transaction is ultimately consummated. For purposes of this agreement, “cause” shall mean a reasonable and in good faith determination of the Board of Directors of the Company that Canaccord Genuity acted with gross negligence, bad faith or willful misconduct in the performance of its services under this Agreement. In the event the Company seeks to terminate this Agreement for “cause”, the Company shall have “Cause” hereunder upon (i) provide a reasonably detailed description of the willful and continued failure by NBL or the Executive to substantially perform their respective duties hereunder, after written demand for substantial performance is delivered facts determined by the Company that specifically identifies the manner in which the Company believes such duties have not been substantially performed, which is not cured within 30 days after notice Board of such failure has been given Directors to the Executive by the Company, or (ii) the willful engaging by NBL or the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise (including conduct that constitutes competitive activity pursuant to Section 9 hereof). For purposes of this paragraph, no act, or failure to act, on NBL’s or the Executive’s part shall be considered constitute “willfulcause” unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Companyhereunder. (c) NBL may, without incurring liability or forfeiting any compensation or benefit provided hereunder, terminate this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean a failure by the Company to comply with any material provision of this Agreement which has not been cured within 30 days after written notice of such noncompliance has been given by the Executive to the Company.

Termination of Engagement. NBL’s engagement hereunder and any obligations of the Company to the Executive will be terminated in accordance with Sections 6(a) and 6(d), or may be terminated in accordance with Sections 6(b), (c), (e) and (f), as follows: (a) NBLTCL’s engagement and any obligations of the Company to the Executive Executives will be terminated upon the last day of the Engagement Period without a renewalshould the parties not exercise the option to renew provided for in clause 11 hereof. (b) The Company may forthwith terminate NBLTCL’s engagement hereunder for Cause. For purposes of its failure and/or neglect to fulfill its obligations under this Agreement, the Company shall have “Cause” hereunder upon (i) the willful and continued failure by NBL or the Executive Agreement to substantially perform their respective duties hereunder, after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes such duties have not been substantially performed, which is not cured within 30 days after notice of such failure has been given to the Executive by the Company, or (ii) the willful engaging for any conduct by NBL TCL or the Executive Executives that is in misconduct breach of the covenants of this Agreement or which is materially injurious to the Company, Company monetarily or otherwise (including conduct that constitutes competitive activity pursuant to Section 9 11 hereof). For purposes of this paragraph, no act, or failure to act, on NBL’s or the Executive’s part shall be considered “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. (c) NBL TCL may, without incurring liability or forfeiting any compensation or benefit provided hereunder, terminate this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean a failure by the Company to comply with any material provision of this Agreement which has not been cured within 30 days after written notice of such noncompliance has been given by the Executive to the Company. (d) TCL or the Company may terminate TCL’s engagement and any obligations of the Company to the Executives by giving to the other party six months’ advance written notice of such termination. (e) Termination under clause 8(b) or (c) of this Agreement by the Company or TCL, respectively, shall be effected by that party giving to the other party 30 days prior written notice of the termination. Each such notice shall indicate the specific termination provision of this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of this Agreement under the provision so indicated PROVIDED ALWAYS that termination of this Agreement by either party shall not prejudice any right of action of either party in respect of any breach by the other party of its covenants herein contained.