Termination of the Term. (a) The Company shall have the right to terminate the Term under the following circumstances:
(i) Executive shall die;
(ii) With or without Cause, effective upon written notice to Executive by the Company; or
(iii) Upon or within one (1) year following a Change of Control.
(b) Executive shall have the right to terminate the Term under the following circumstances:
(i) At any time upon sixty (60) days prior written notice to the Company; or
(ii) For Good Reason upon or within one (1) year following a Change of Control.
(c) For purposes of this Agreement, “Cause” shall mean:
Termination of the Term. (a) The Company shall have the right to terminate the Term under the following circumstances:
(i) Executive shall die; or
(ii) With or without Cause, effective upon written notice to Executive by the Company.
(b) This Agreement may be terminated by the Executive at any time upon sixty (60) days prior written notice to the Company.
(c) For purposes of this Agreement, "Cause" shall mean:
Termination of the Term. 24.1. The Term shall terminate upon the earliest of the following events to occur:
24.1.1. expiration of the Term;
24.1.2. in connection with a transaction contemplated by section 16 of this Agreement, the later of (a) the vesting of the acquiring party’s right to possession or (b) the Tenant’s vacating the Leased Premises;
24.1.3. under the circumstances contemplated by subsection 15.1 of this Agreement, upon the Tenant’s giving prompt notice of the failure of the Landlord to give, on a timely basis, the notice contemplated by subsection 15.1.2 of this Agreement and that the Tenant desires termination of the Term (which termination shall be effective as of the date of the subject casualty with respect to those portions of the Leased Premises rendered untenantable and as of the date of the Tenant’s giving notice with respect to those portions of the Leased Premises which were not rendered untenantable);
24.1.4. under the circumstances contemplated by subsection 15.1 of this Agreement, upon the expiration of 45 additional days (without the Landlord’s completion of restoration in the interim) after the Tenant shall have given prompt notice that the Landlord has not restored the Leased Premises on a timely basis and that the Tenant desires termination of the Term (which termination shall be effective as of the date of the subject casualty with respect to those portions of the Leased Premises rendered untenantable and as of the date of the Tenant’s giving notice with respect to those portions of the Leased Premises which were not rendered untenantable);
24.1.5. the effective date of any election by the Landlord under subsection 17.3.3 of this Agreement in response to the Tenant’s notice of the Tenant’s desire to assign this Agreement or to sublet all or a portion of the Leased Premises; or
24.1.6. the effective date of any election by the Landlord to terminate the Term under subsection 23.1.1 of this Agreement.
24.2. No termination of the Term shall have the effect of releasing the Tenant from any obligation or liability theretofore or thereby incurred and, until the Tenant shall have surrendered the Leased Premises in accordance with section 21 of this Agreement, from any obligation or liability thereafter incurred.
Termination of the Term. (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that Executive shall be required to give the Company at least 30 days advance written notice of any resignation of Executive’s employment hereunder. Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death.
(b) Following any termination of Executive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, except as otherwise provided herein, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of any accrued but unpaid Base Salary and vacation time and for payment of any accrued obligations and unreimbursed expenses under Section 4(d) accrued or incurred through the date of termination of employment, (ii) for the non-deferred cash portion of any Annual Bonus earned in respect of the fiscal year prior to the fiscal year in which termination of employment occurs but unpaid as of the date of termination of employment (paid when such non-deferred cash portion of the Annual Bonus would otherwise be payable), (iii) for the COBRA Payments (as defined below), (iv) as set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies and (v) as otherwise expressly required by applicable statute. For the avoidance of doubt, the date of termination shall mean the last date of actual and active employment, whether such day is selected by mutual agreement with Executive or unilaterally by the Company and whether with or without advance notice. Notwithstanding the above, if Executive’s employment is terminated for Cause or if he resigns his employment without Good Reason, Executive shall not be entitled to receive any previously unpaid portion of the current or prior year’s Annual Bonus or COBRA Payments.
(i) If, prior to the expiration of the then current Renewal Term, Executive’s employment is terminated by the Company without Cause (and not due to death or Disability) or by Executive for Good Reason (defined below), then Executive shall be entitled (subject to the times payments will be made and other conditions set forth in Sections 5(c)(iii) and 20(d)) to:
(A) Severance pay equal to Execut...
Termination of the Term. (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that (i) the Company shall be required to give Executive at least 30 days advanced written notice or payment in lieu thereof if the termination is without Cause and (ii) Executive shall be required to give the Company at least 90 days advance written notice of any resignation of Executive’s employment hereunder. The Company may at its sole discretion waive all or part of the notice or allow the Executive to pay in lieu of the notice. Any resignation would have to be accepted by the Company to become effective. Once accepted, the resignation cannot be withdrawn by the Executive without the express consent of the Company. For the avoidance of doubt, the Company shall not be required to give Executive any notice or payment in lieu of such notice if the termination is for Cause. The Employment terminates at the end of the applicable notice period, if any. During the notice period, the Company reserves the right, in its sole discretion, to (x) alter, reduce, or eliminate any of the Executive’s duties, (y) require the Executive to remain away from the Company’s premises (and/or restrict the Executive’s access to the Company’s network, computers and email systems), and/or (z) take any such other action as may be necessary to facilitate the transition process associated with the termination of the Executive’s employment. During the notice period, the Executive acknowledges and agrees that Executive will remain employed by the Company and, as a Company employee, shall continue to act in a manner consistent with the Executive’s contractual, common law and other legal obligations to the Company, including adhering to the Company’s policies and, if requested to do so by the Company, shall assist in the transition of Executive’s duties as reasonably requested by the Company. Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death.
(b) Following any termination of Executive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of any accrued but unpaid Base Salary and vacation time and for payment of any accrued obligations and unreimburse...
Termination of the Term. If Executive’s employment terminates on the expiration of the Term as provided in Section 5, then Executive shall be entitled to the Accrued Obligations and the Accrued Bonus, if any.
Termination of the Term. 24.1 The Term shall terminate upon the earliest of the following events to occur:
24.1.1 expiration of the Term;
24.1.2 in connection with a transaction contemplated by section 16 of this Agreement and under the circumstances contemplated by subsection 16.2 of this Agreement, the effective date of termination of the Term as set forth in subsection 16.2;
24.1.3 upon the respective effective dates of termination set forth in the various subsections (whichever may be applicable) of subsection 15.1 of this Agreement providing for termination of the Term under various circumstances;
24.1.4 the effective date of any election by the Landlord under subsection 17.3.3 of this Agreement in response to the Tenant’s notice of the Tenant’s desire to assign this Agreement or to sublet all or a portion of the Leased Premises; or
24.1.5 the effective date of any election by the Landlord to terminate the Term under subsection 23.1.1 of this Agreement.
24.2 No termination of the Term shall have the effect of releasing the Tenant from any obligation or liability theretofore or thereby incurred and, until the Tenant shall have surrendered the Leased Premises in accordance with section 21 of this Agreement, from any obligation or liability thereafter incurred.
24.3 Any items of Tenant’s Property (except money, securities and like valuables) which remain in the Leased Premises after the expiration or earlier termination of the Term may, at the option of the Landlord, be deemed to have been abandoned and in such case may either be retained by the Landlord as its property or may be disposed of without accountability, at the Tenant’s expense, in such manner as the Landlord may see fit.
Termination of the Term. (a) This Agreement shall terminate on the earliest of: (i) one (1) year from the date of execution or (ii) by mutual written consent of all Parties.
(b) Upon termination under Section 4(a), none of the Parties shall have any further obligations under this Agreement, except that Company shall pay and the Consultant shall be entitled to any fees or portion of fees that he was responsible for securing pursuant to Section 3 hereof. Further, the obligations which by their terms survive this termination as noted in Section 16 hereof. Upon termination and, in any case, upon the Company’s request, the Consultant shall return immediately to the Company all Confidential Information, as hereinafter defined, and copies thereof.
(c) Company agrees that it shall act in good faith and shall not circumvent nor attempt to circumvent or frustrate payment of Consultant’s fees by terminating Consultant in order to avoid paying fees. The Company agrees that Consultant shall be entitled to its fees pursuant to Section 3 of this Agreement.
Termination of the Term. The Term shall terminate upon the occurrence of any of the following:
Termination of the Term. (a) This Agreement and the Term may be terminated at any time following the Closing Date, as follows:
(i) By the mutual written consent of the Parties;
(ii) By the Series if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Seller contained in this Agreement, the Operating Agreement or the Certificate of Registered Series and such violation, breach or inaccuracy has not been waived by the Series or cured by the Seller, as applicable, within five (5) Business Days after receipt by the Seller of written notice thereof from the Series;
(iii) By the Seller if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Series contained in this Agreement, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Series, applicable, within five (5) Business Days after receipt by the Series of written notice thereof from the Seller, or there has occurred an Event of Default (as defined in the Note); or
(iv) By any Party, if a court of competent jurisdiction or other Governmental Authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions and such order or action shall have become final and nonappealable.
(b) Upon any termination of the Term and this Agreement pursuant to this Section 5.03, this Agreement shall thereafter be of no further force or effect without liability of any Party (or any director, officer, employee, Affiliate, agent or other representative of such Party or Parties) to any other Party or Parties hereto, as applicable, except (a) for the terms of this Section 5.03, Article VI and Article VII, each of which shall survive the termination of this Agreement, and (b) nothing in this Agreement shall relieve any Party from liability for any breach of this Agreement prior to any such termination.
