Excluded Termination definition

Excluded Termination means a termination of the Lease, in whole or in part, as applicable, in accordance with the express terms of Section 14.2 of the Lease (in connection with certain casualty events occurring during the final two (2) years of the term of the Lease) or Section 15.1 of the Lease (in connection with certain occurrences of Condemnation or Taking).
Sample 1Sample 2Sample 3

Examples of Excluded Termination in a sentence

  • It is the purpose of the Company, through this Plan, to provide a salary continuation payment and certain other benefits for each of its employees who is a Participant in the Plan and (a) who separates from service with the Company for Good Reason or (b) whose employment with the Company is involuntarily terminated (other than for Cause, death or an Excluded Termination), in either case, on or after the date on which a Change in Control occurs and within the time limits specified in Section 5.1.

  • A termination of employment described in this Section 5.2 is herein referred to as an "Excluded Termination." In the circumstances described in this Section 5.2, the Participant shall not be entitled to receive any Severance Benefit under this Plan whether or not the Participant accepts the offered employment or continues in employment.

  • All liabilities related to such terminations, except Excluded Termination Claims and claims with respect to terminations of any Designated Employees that Buyer elects not to have the PHP Group continue to employ after Closing Date, will be paid by the PHP Group before Closing or reserved for on the Closing Balance Sheet.

  • Any individual who, after becoming a Participant but before the occurrence of a Change in Control, ceases to be an Eligible Employee (including ceasing to be an Eligible Employee by reason of an Excluded Termination) shall immediately cease to be a Participant under this Plan.

  • The Administrator may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Code Sections 424(e) or (f), respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code.

  • Fixed Rate Swap Excluded Termination Amounts will not rank ahead of Class A Notes or the Class B VFN in the Pre-Acceleration Revenue Priority of Payments (but will rank ahead of the Class Z VFN).

  • Lastly, given the general relevance of the issues under discussion in the judgments referred to above and that the Transaction Documents include terms providing for the subordination of the Interest Rate Swap Excluded Termination Amounts, there is a risk that the final outcome of the dispute in such judgments (including any recognition action by the English courts) may result in negative rating pressure in respect of the Class A Notes.

  • Excluded Termination means a termination by Seller under SECTION 5.3(d) [Breach] resulting from an uncured breach by Purchaser, or a termination of this Agreement by Purchaser under SECTION 5.3(b) [Expiration Date], a termination by mutual agreement under SECTION 5.3(a) [Mutual Agreement], or a termination under SECTION 5.3(c) [Government Order].

  • Subject to Section 5, Executive will receive severance pay benefits equal to his Base Pay for the remainder of the Initial Term as if it had expired with the passage of time (“Severance Pay Amount”) upon either of the following: (a) a Qualifying Termination that is not an Excluded Termination; or (b) a Voluntary Termination for Good Reason.

  • Such provisions are similar in effect to the terms which will be included in the Transaction Documents relating to the subordination of Fixed Rate Swap Excluded Termination Amount.


More Definitions of Excluded Termination

Excluded Termination means: i. the employee’s employment is terminated because of resignation (other than a Voluntary Termination for Good Reason that is a Qualifying Termination), retirement, death or disability; ii. the employee’s employment is terminated because of the employee’s misconduct or poor performance; iii. prior to the termination of employment date, the employee is offered employment with any member of the Starz Group, any joint venture in which any member of the Starz Group is involved, any company affiliated with any member of the Starz Group in a joint venture, any purchaser of any business, division, interest or assets of any member of the Starz Group (including any entity involved in a trade of a business or a trade of assets with a Starz Group member) or any entity which is or will be spun off from any member of the Starz Group, if the offer for employment is at a location that is within 30 miles of the office where the employee was employed as of such date and the offered base wage for such employment is not more than 10 percent lower than the employee’s current base wage rate (which excludes overtime, bonuses, commissions, incentive pay and taxable and nontaxable fringe benefits), unless such termination constitutes a Voluntary Termination for Good Reason that is a Qualifying Termination; iv. the employee fails to return to work after any leave of absence; v. the employee voluntarily terminates his or her employment prior to the termination of employment date set forth in the notice of layoff, reduction in force, job elimination or restructuring, unless such termination constitutes a Voluntary Termination for Good Reason that is a Qualifying Termination.
Sample 1Sample 2
Excluded Termination means any termination of a Member's employment with the Employer by reason of a merger, acquisition, sale, transfer, outsourcing, reorganization or restructuring of all or part of the Employer or any affiliate or division thereof where either (i) such Member is offered another position within the Employer that provides such Member with a base salary at least equal to or greater than his base salary in effect on the last day of such Member's active service for the Employer (including, without limitation, a position that would require such Member to transfer to a different work location so long as he has been offered the Employer's standard relocation package in connection with such transfer) or (ii) such Member accepts any position with a successor company (as hereafter defined), including an outside contractor, where affiliated or unaffiliated with the Employer. For purposes of the preceding sentence, a successor company is (A) any entity that assumes operations or functions formerly
Sample 1
Excluded Termination. Excluded Termination" shall have the meaning as set forth in Section 5.2 of this Plan.
Sample 1
Excluded Termination shall have the meaning assigned thereto in Section 8.2(b).
Sample 1
Excluded Termination shall have the meaning ascribed to such term in subsection X(c)(ii) of this Agreement.
Sample 1
Excluded Termination means: a. Executive’s employment is terminated because of resignation (other than a Voluntary Termination for Good Reason that is a Qualifying Termination), retirement, death or disability; b. Executive’s employment is terminated because of (i) any act or omission that constitutes a breach by Executive of any of his material obligations under this Agreement; (ii) the continued failure or refusal of Executive, other than on account of death or disability of Executive, (A) to substantially perform the material duties required of him as President of Global Marketing and Product Planning of Employer and/or (B) to comply with reasonable directions of the CEO; (iii) any material violation by Executive of any (A) policy, rule or regulation of Employer or (B) any law or regulation applicable to the business of Employer or any of its affiliates; (iv) any other intentional misconduct by Executive that has a material detrimental effect on the financial condition or business reputation of the Employer or any of its affiliates; (v) Executive’s conviction for the commission of an act or acts constituting a felony or a crime of moral turpitude punishable by imprisonment of 30 days or more under the laws of the United States or any State or subdivision thereof, or (vi) Executive’s commission of any act of embezzlement, gross negligence or gross malfeasance; provided, that a termination pursuant to this clause b. (i), (ii) or (iii) shall not constitute an Excluded Termination unless all of the following provisions shall have been complied with: (A) Employer shall give Executive a written notice of Employer’s intention to effect a termination, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed termination is based; (B) Executive shall have 30 days after receiving such notice in which to cure such grounds; and (C) Executive fails, within such 30-day period, to cure such grounds to Employer’s reasonable satisfaction. If Executive timely cures such grounds in accordance with the preceding sentence, such termination shall not constitute an Excluded Termination; c. Executive fails to return to work after any leave of absence; or d. Executive voluntarily terminates his employment prior to the termination of employment date set forth in the notice of layoff, reduction in force, job elimination or restructuring, unless such termination constitutes a Voluntary Termination for Good Reason that is a Qualifying Termination.
Sample 1

Related to Excluded Termination

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Qualified Termination means the Executive’s employment by the Company is terminated, (i) by the Executive for Good Reason or (ii) by the Company for any reason other than for Cause, death, Disability, or retirement at or after age 65.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Constructive Termination means:

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Agreement Termination Date is defined in Section 7.4.

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Potential Termination Event means an event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Eligible Termination means the involuntary termination of Participant’s employment without Cause, provided that at the time of such termination Participant is a Senior Officer and has completed at least ten (10) years of service as a Senior Officer.

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • CIC Qualifying Termination means, in each case, on or within twenty-four (24) months following a Change in Control, (i) a termination of the Executive’s employment by the Company without Cause, (ii) a termination of the Executive’s employment by reason of death or Disability, or (iii) a termination of the Executive’s employment by the Executive for Good Reason.