Termination Penalties Sample Clauses

Termination Penalties. If this Agreement is terminated by the Customer, or the Customer downgrades their subscription during the first year of the Term, for any reason other than a material breach of this Agreement on the part of eScribe, the Customer will be liable for the First Year Subscription Fees as invoiced, and a termination or downgrade penalty amounting to 35% of the remaining Subscription Fees due for Years Two and Three of the Agreement. If the Customer terminates or downgrades their subscription during the Second Year of the Term, for any reason other than the material breach of the Agreement by eScribe, the Customer will be responsible for Second Year Subscription Fees in full as invoiced, and a termination penalty amounting to 25% of the remaining Year Three Subscription Fees. If the Customer terminates or downgrades their subscription during the Third Year of the Term, for any reason other than the material breach of the Agreement on the part of eScribe, the Customer will be responsible for the Third Year Subscription Fees in full as invoiced without any additional penalty. If the Customer terminates or downgrades their subscription during a Renewal Term for any reason other than material breach, the Customer will remain responsible for 15% for any remaining Subscription Fees due for the Renewal Term.
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Termination Penalties. The East Alabama Disclosure Letter sets forth a list of each Contract to which any East Alabama Company is a party, including service contract and core processor fees, showing, to the Knowledge of East Alabama, any fee or penalty for early termination or deconversion in excess of $50,000.
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Termination Penalties. 15.1 Termination of the Agreement brought about by the Public Authorities 15.1.1 In the event of the premature and simultaneous withdrawal of the Ministerial Authorisations then in effect or of the non-renewal at the expiry date of the final Ministerial Authorisation still in effect for the OPERATOR, this Agreement may be terminated by right after a period of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## months, to run from the time ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## receives a registered letter signed for receipt sent to it by the OPERATOR, notifying it of the said decision to withdraw or non-renewal, without any damages being due to ##MATERIAL CONFIDENTIAL TREATMENT OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##. 15.1.2 In the event of the premature withdrawal or non-renewal of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## rights to operate the whole of its concession, this Agreement may be terminated by right after a period of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## months, to run from the time OPERATOR receives a registered letter signed for receipt sent to it by the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##, notifying it of the said decision of premature withdrawal or non-renewal, without any damages being due to the OPERATOR. 15.1.3 In the event of the withdrawal of the OPERATOR's rights due to its inability to operate its network of fibre optics on French territory, if the continuity of this Agreement cannot be guaranteed by an authorised third party, the OPERATOR will be required to pay ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## the fixed indemnity dealt with in article 15.3. 15.2.4 In the event of the rights of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## to operate the whole of its concession being removed, if the continuity of this Agreement cannot be guaranteed by an authorised third party, and if the State refuses to guarantee the continuity of this Agreement. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will be required to pay the OPERATOR the fixed indemnity dealt with in article 15.
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Termination Penalties. If possible remove any termination penalties (to Licensee) for termination of the agreement. The only time termination penalties are justified is when the vendor has made a capital investment in the outsourced services that must be recouped over the life of the agreement.
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Termination Penalties. The Trinity Disclosure Letter sets forth a list of each Contract to which any Trinity Company is a party which, to the Knowledge of Trinity, contains a fee or penalty for early termination or deconversion in excess of $100,000.
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Termination Penalties. In the event this CMSA is terminated pursuant to Section 18.1 and such termination is not due to (a) Lonza’s failure to achieve material pre-Hand Over timelines or milestones, (b) Suite or Facility inspection or license failure or other regulatory failure which is not cured within [***] (inclusive of any delays due to Force Majeure) of such failure (each, a “Lonza Regulatory Failure”), (c) a Force Majeure Termination, or (d) Casualty Termination, or pursuant to Section 18.2.2, Vaxcyte shall: (i) forfeit any remaining Repurposing Fee; (ii) pay to Lonza the greater of (x) CHF70,000,000 or (y) [***] FTE fees for the actual FTEs (directly based on number of FTEs and indirect based on FTE equivalents) assigned to Vaxcyte as of the date of termination (including those FTEs who signed employment agreement or binding employment offer during the [***] period before the receipt of the termination notice); and (iii) remove Vaxcyte owned equipment within [***] after termination, and remove Raw Materials that (x) cannot be used for future production, (y) cannot be returned to the supplier of the Raw Materials, or (z) are not purchased by Lonza for other customers, within [***] after termination. Notwithstanding the foregoing, Lonza shall, during the [***] following the effective date of termination, use commercially reasonable efforts to mitigate termination penalties (e.g., by securing a replacement project), and, if successful, Vaxcyte’s termination fees will be equitably reduced based on the amount of time the Suite was utilized or leased by or on behalf Lonza or its customers for commercial purposes. All termination penalties paid are non-refundable; provided, that to the extent Vaxcyte pays a termination penalty that is (or for which the associated cost is) thereafter mitigated by Lonza during such [***] (as described in the foregoing sentence), Lonza shall equitably reimburse Vaxcyte for the amount of such termination penalty that was so mitigated.
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Termination Penalties. Section 5.33 of the CBB Disclosure Letter sets forth a list of each Contract to which any CBB Company is a party, including service contract and core processor fees, showing, to the Knowledge of CBB, any fee or penalty for early termination or deconversion in excess of $50,000.
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Termination Penalties. The PSB Disclosure Letter sets forth a list of each Contract to which any PSB Company is a party which, to the Knowledge of PSB, contains a fee or penalty for early termination or deconversion in excess of $100,000.
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Termination Penalties. It is recognized that existing contracts for Telephonic Services have differing volume usage or other minimum commitments and that pricing has been negotiated based on such commitments. Should EPGS unilaterally elect to termination of any Telephonic Service which results in any penalty for which En Pointe is liable, EPGS shall continue to pay the charges set forth on the applicable Table until the amount of any penalty has been satisified.
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Related to Termination Penalties

  • Termination and Termination Pay Subject to Section 12 of this Agreement, Executive’s employment under this Agreement may be terminated in the following circumstances:

  • Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Termination Pay Effective upon the termination of this Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 6.5, and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. For purposes of this Section 6.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

  • Termination Benefits (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

  • Termination of 401(k) Plan At Parent’s written request, delivered no later than fifteen (15) days prior to the Closing, the Company shall terminate the Furmanite Corporation 401(k) Savings and Investment Plan (the “Company 401(k) Plan”) effective immediately prior to the Closing Date and contingent upon the occurrence of the Closing, and upon such termination, shall cease all further contributions to the Company 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent the Company 401(k) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed to prevent the Surviving Corporation or Parent from terminating the Company 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, (a) prior to the Closing Date and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to the Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent 401(k) Plan”) to comply with applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(k) Plan, to permit each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) Plan to the corresponding Parent 401(k) Plan, and (c) upon any termination of the Company 401(k) Plan in accordance with this Section 6.03, the Continuing Employees shall be eligible to participate, effective as of the Effective Time, in the Parent 401(k) Plan.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Termination Payments In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this paragraph 4:

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