Common use of Termination of Services Obligations Upon Termination Clause in Contracts

Termination of Services Obligations Upon Termination. (a) The Consultant’s obligation to provide consulting services under this Agreement may be terminated by any party at any time and for any reason, and without any advance notice, provided that the Consultant (i) shall not be permitted to voluntarily terminate this Agreement during the Employment Term and (ii) shall be required to give at least 90 days advance written notice of any voluntary termination of his services during the Consulting Term. (b) Following any termination by the Consultant of the Consultant’s obligation to provide consulting services during the Consulting Term, or by Parent or the Company for Cause (as defined below) at any time, (i) Parent shall pay or cause to be paid to Consultant all Base Salary and Consulting Fee payments accrued through the date of termination, to the extent unpaid, and any unreimbursed business expenses pursuant to Section 3, (ii) Parent and the Company shall cease to have any obligations to Consultant under this Agreement to make any further Consulting Fee payments and (iii) the undistributed portion of the amount deposited in respect of Consulting Fees with the Escrow Agent under Section 3(e) shall at such time be returned to Parent or the Company. (c) Following any termination of the Consultant’s obligation to provide consulting services by Parent or the Company without Cause, or by reason of the Consultant’s death or disability (for this purpose, the Consultant shall be deemed to have a disability if the Consultant would be entitled to long-term disability benefits under the Company’s long-term disability plan as in effect on the date hereof, without regard to any waiting period under such plan or whether the Consultant is actually participating in such plan at such time), Parent shall continue to pay or cause to be paid to Consultant (or Consultant’s estate, as the case may be), at such times as such payments would have been made had the Consultant’s obligation to provide consulting services not been so terminated, the Consulting Fee payments that Consultant would have received through the remainder of the Consulting Term had the Consultant’s services not been so terminated, and any unreimbursed business expenses pursuant to Section 3. (d) For purposes of this Agreement, “Cause” means a material breach by Consultant of his duties and obligations under this Agreement, which Consultant fails to cure within 5 days following receipt by Consultant of written notice from Parent or the Company describing such breach in reasonable detail.