Xxxxxxxxx Termination Sample Clauses

Xxxxxxxxx Termination. As used in the General Conditions, the term “Xxxxxxxxx Termination” means any event, which by voluntary or involuntary act or by operation of law, causes the Xxxxxxxxx to be terminated, expire, or be canceled including, but not limited to: (1) the termination of Sublandlord’s leasehold estate by dispossession proceeding or otherwise and (2) termination of the Xxxxxxxxx in accordance with its terms. If the Xxxxxxxxx and/or Sublease (as the case may be) are rejected or disaffirmed pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code as amended, or any future amendment thereto or any successor or replacement statute or any other provision of the present or any future Bankruptcy Code, for purposes of this Consent at the option of Overlandlord, Xxxxxxxxx Termination will not be deemed to have occurred until Overlandlord terminates the Xxxxxxxxx. Rejection of the Xxxxxxxxx or Sublease (as the case may be) in any such bankruptcy proceeding shall not reduce, impair or diminish Overlandlord’s rights hereunder nor release Subtenant from, or reduce, impair or diminish Subtenant’s obligations under, any of the terms and provisions of this Consent or the Sublease.
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Xxxxxxxxx Termination. Upon termination of Executive’s employment during the Term, and except for the Accrued Obligations set forth in Section 7.A, Executive is not entitled to receive any severance payments or termination benefits from the Company except as expressly set forth in this Section 7.B and under the circumstances described in this Section 7.B. In the event Executive’s employment is terminated during the Term (a) by the Executive for Good Reason, (b) as a result of Executive’s death or Disability, or (c) by the Company without Cause, the Company shall pay or provide Executive (or in the case of Executive’s death, Executive’s executors, administrators or assigns), subject to an irrevocable Release (defined below): i. A lump sum amount, payable on the thirtieth (30th) day following the Termination Date, equal to: Twelve (12) months of Executive’s then existing monthly base salary on the Termination Date, (the “Lump Sum Severance Payment”); and ii. All unvested shares in the Executive’s Common Stock Purchase Agreement referred to in 4 (B) above shall vest immediately upon termination: and
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Xxxxxxxxx Termination. Although the performance condition must be satisfied to determine the number of PSUs, if any, you will earn under this Award, the service condition will be waived on pro rata portion of the PSUs earned under Section 2.a. The pro ration fraction is determined by dividing the number of months between the grant date of this Award and your termination date by 38 (the number of months between the grant date and December 31, 2013).
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Xxxxxxxxx Termination. Xxxxxxxxx may terminate this Agreement immediately upon (1) Customer’s failure to make any payment due under the Agreement, or (2) Customer’s breach of any of the terms of this Agreement if Customer does not cure such breach within thirty (30) days of receiving written notice from Addington.
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Xxxxxxxxx Termination. If Xxxxxxxxx terminates the Agreement, upon receipt of any and all fees due Xxxxxxxxx, Customer’s DOD fleet database as of the last backup will be made available for Customer download from Xxxxxxxxx’x secure FTP site, in its original file format.
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Xxxxxxxxx Termination. Any of the undersigned governmental entities shall have the unconditional right to withdraw from this agreement upon giving a thirty (30) day written notice to the Sheriff of Broward County and to the Chief of Police of the remaining member entities.
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Xxxxxxxxx Termination. This Agreement shall automatically terminate if there shall be a final nonappealable order of a Governmental Entity of competent jurisdiction in effect preventing the Closing.
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Xxxxxxxxx Termination. Upon termination of Executive’s employment during the Term, and except for the Accrued Obligations set forth in Section 7.A, Executive is not entitled to receive any severance payments or termination benefits from the Company except as expressly set forth in this Section 7.B and under the circumstances described in this Section 7.B. In the event Executive’s employment is terminated during the Term (a) by the Executive for Good Reason, (b) as a result of Executive’s death or Disability, or (c) by the Company without Cause, the Company shall pay or provide Executive (or in the case of Executive’s death, Executive’s executors, administrators or assigns), subject to an irrevocable Release (defined below): i. Salary continuance, equal to: Nine (9) months of Executive’s then existing monthly base salary on the Termination Date, (the “Salary Continuance Severance Payment”); and COBRA. The Company shall make monthly taxable payments to Executive (the “Health Severance”), with the understanding that Executive is free to purchase health insurance under COBRA, to the extent available, or not at all, and that the monthly amount of any Health Severance shall not exceed the Company’s monthly cost to provide Executive and his family if applicable with health insurance coverage immediately prior to Executive’s termination of employment with the Company, until the earlier of (a) nine (9) months after the Termination Date; (b) the date on which Executive becomes eligible for coverage under the health plan of another employer or through self-employment; or (c) the date on which Executive is no longer eligible for coverage under COBRA for any reason; provided, however, that the Health Severance shall be subject to and paid only if and to the extent permitted by the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, and other applicable law. Executive agrees to give notice to the Company promptly should the conditions under subparagraphs (b) or (c) occur. All of the Company benefit plans and programs applicable to terminated employees, if any, will be governed by the standard terms and conditions of such plans and programs: and ii. In the event of a Change in Control as defined in the Acceleration Provisions section of the Common Stock Purchase Agreement, the Executive will receive a severance payment in the form of a lump sum amount, payable on the thirtieth (30th) day following the Termination Date, equ...
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Xxxxxxxxx Termination. Although the performance condition must be satisfied to determine the number of PSUs, if any, you will earn under this Award, the service condition will be waived upon your Severance Termination on or after [insert Minimum Service Date] , as follows: i. If your Severance Termination occurs between [Insert Minimum Service Date] and [insert last day of Performance Period], the service condition to vesting will be waived on a pro rata portion of your Target PSU Award. The pro ration fraction is determined by dividing the number of months between the grant date of this Award and your termination date by 42. ii. If your Severance Termination occurs between [insert first anniversary of Performance Period commencement date] and [insert service condition date], the service condition to vesting will be waived on a pro rata portion of the PSUs earned. The pro ration fraction is determined by dividing the number of months between the grant date of this Award and your termination date by 42.
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Related to Xxxxxxxxx Termination

  • License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.

  • Termination by Xxxxxxx If Grantee seeks to terminate this Contract, Grantee shall give System Agency no less than sixty (60) calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted.

  • 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 by Xxxxxx This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent: (a) if the Company breaches any of its representations or warranties, or fails to perform any of its covenants or agreements contained in this Agreement, and which breach or failure (i) would give rise to the failure of a condition set forth in paragraph (d), (e) or (f) of Annex I and (ii) by its nature cannot be cured or has not been cured by the Company by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after the Company’s receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are then in material breach of their respective representations or warranties or materially failing to perform their respective covenants or agreements contained in this Agreement in a manner that would allow the Company to terminate this Agreement under Section 7.4(b); or (b) (i) upon prior written notice to the Company if the Company Board (acting upon the recommendation of the Special Committee), the Special Committee or any other duly authorized committee of disinterested members of the Company Board shall have effected an Adverse Recommendation Change (provided that, any written notice, including pursuant to Section 5.3(d), of the Company’s intention to make an Adverse Recommendation Change in advance of making an Adverse Recommendation Change shall not result in Parent having any termination rights pursuant to this Section 7.3(b)(i) unless such written notice otherwise constitutes an Adverse Recommendation Change); provided, however, that Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.3(b)(i) unless the notice of termination pursuant to this Section 7.3(b)(i) is delivered by Parent to the Company within five (5) Business Days following the occurrence of the event giving rise to Parent’s right to terminate this Agreement pursuant to this Section 7.3(b)(i), (ii) if the Company shall have materially breached any of its obligations under Section 5.3, (iii) if the Company shall have failed, within ten (10) Business Days of a tender or exchange offer that constitutes a Takeover Proposal relating to securities of the Company having been commenced, to publicly recommend against such tender or exchange offer or (iv) if the Company shall have failed to publicly reaffirm its recommendation of the Offer and the Merger within ten (10) Business Days after a request to do so by Parent following the date any Takeover Proposal or any material modification thereto is first commenced, publicly announced, distributed or disseminated to the Company’s stockholders (provided that Parent may only make such request once with respect to each Takeover Proposal and each material modification thereto).

  • Automatic Termination This Agreement shall automatically and immediately terminate in the event of its “assignment” (as defined in the 1940 Act).

  • Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.

  • Vendor’s Termination If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall provide written notice to TIPS specifying the default (“Notice of Default”). If TIPS does not cure such default within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If Vendor terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

  • 1Termination This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to xxx for any breach by any other party (or parties).

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected 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 an d 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 t he ESC Region 8 and TIPS. Does vendor agree? Yes

  • On Termination In the event this Agreement is terminated for any reason prior to the expiration of its original term or any renewal term, Owner shall indemnify, protect, defend, save and hold Manager and all of the other Indemnified Parties harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney's fees and expenses, of every kind and nature whatsoever (collectively, "Losses"), that may be imposed on or incurred by Manager by reason of the willful misconduct, gross negligence and/or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner.

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