Termination Payment – Termination for Breach Sample Clauses

Termination Payment – Termination for Breach. In the event that either Party terminates the Letter Agreement to which this Schedule “A” is attached pursuant to Section 15(g) of the Letter Agreement, then the breaching Party shall pay to the other Party the Termination Payment in immediately available funds. The Parties acknowledge that any Termination Payment payable pursuant to Sections 4 and 5 of this Schedule “A” is a payment of liquidated damages which is a genuine pre-estimate of the damages which such Party and its shareholders will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Transaction and is not a penalty. Upon receipt by a Party of any Termination Payment pursuant to Section 4 or 5 of this Schedule “A”, the Party shall have no further claim against the other Party or its directors, officer, employees, financial advisors or other advisors or representatives in respect of the failure to complete the Transaction. Nothing in this Section 5 of this Schedule “A” shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach by the other Party of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith. The Parties hereby irrevocably waive any right they may have to raise as a defence that the provisions of Sections 4 and 5 of this Schedule “A” or any such provisions or the amounts therein are excessive, punitive or unenforceable.
Sample 1
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Termination Payment – Termination for Breach. In the event that either party terminates this Agreement pursuant to Section 7.02(f) herein, then the breaching party shall pay to the terminating party the Termination Payment in immediately available funds. The parties acknowledge that any Termination Payment payable pursuant to Sections 6.03 and 6.04 of this Agreement is a payment of liquidated damages which is a genuine pre-estimate of the damages which such party and its shareholders will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and is not a penalty. Upon receipt by a party of any Termination Payment pursuant to Section 6.03 or 6.04 of this Agreement, the party shall have no further claim against the other party or its directors, officer, employees, financial advisors or other advisors or representatives in respect of the failure to complete the Transaction. Nothing in Section 6.03 or 6.04 of the Agreement shall preclude a party from seeking injunctive relief to restrain any breach or threatened breach by the other party of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith. The parties hereby irrevocably waive any right they may have to raise as a defence that the provisions of Sections 6.03 and 6.04 of this Agreement or the amounts therein are excessive, punitive or unenforceable.
Sample 1

Related to Termination Payment – Termination for Breach

  • Termination for Breach If a party breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice from the non-breaching party of such breach, the non-breaching party shall have the right, upon written notice to the breaching party, to immediately terminate this Agreement.

  • Voluntary Termination; Termination for Cause If Executive's employment with the Company terminates voluntarily by Executive or for Cause by the Company, then all vesting of the Option and all other options granted to Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder and all obligations with respect thereto (including, without limitations, with respect to base salary, bonuses, employee benefits, relocation and temporary living reimbursements and other expense reimbursements) will terminate immediately (except as to amounts already earned).

  • Termination for Cause; Voluntary Termination If at any time during the Term the Executive’s employment with the Company is terminated pursuant to Section 4.6 or 4.7, the Executive shall be entitled to only the following:

  • Termination for Cause The Company may terminate Executive’s employment for Cause, as defined below.

  • Termination for Just Cause (a) The term “

  • Voluntary Termination or Termination for Cause If Executive is no longer employed by the Company or any of its subsidiaries as a result of Executive's termination for Cause or resignation, then on or after the Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per Unit equal to the lower of the Original Value thereof or the Fair Market Value thereof determined as described in clause (b)(1) above; provided, however, that if Executive resigns on or after the fifth anniversary of the date hereof, then on or after such Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per unit equal to the Fair Market Value thereof determined as described in clause 3(b)(1) above.

  • Termination for Cause or Voluntary Termination If the Executive’s employment terminates pursuant to Section 6(c) [For Cause] or Section 6(f) [Voluntary Termination], the Executive shall be entitled to receive only the salary, annual bonuses, expense reimbursements, benefits and accrued vacation days earned by the Executive pursuant to Section 4 through the date of the Executive’s termination of employment. Annual bonuses are not earned until the date any such bonus is paid in accordance with the terms of the applicable bonus plan. As such, the Executive shall not be entitled to any bonus not paid prior to the date of the Executive’s termination of employment, and the Executive shall not be entitled to any prorated bonus payment for the year in which the Executive’s employment terminates. Any stock options granted to the Executive by the Company shall continue to vest only through the date on which the Executive’s employment terminates, and unless otherwise provided by their terms, any restricted stock, performance share awards or other equity awards that were granted to the Executive by the Company that remain unvested as of the date on which the Executive’s employment terminates shall automatically be forfeited and the Executive shall have no further rights with respect to such awards. The Company shall have no further obligations to the Executive as a result of termination of employment described in this Section 8(b) except as set forth in Section 12.

  • OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibits B and C, shall survive the termination of employment and the termination of this Agreement.

  • Term Termination 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.

  • Notice of Termination for Cause Notice of Termination for Cause shall mean a notice to Executive that shall indicate the specific termination provision in Section 7(c) relied upon and shall set forth in reasonable detail the facts and circumstances which provide a basis for Termination for Cause.

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