Examples of Non-Renewal Termination in a sentence
Any termination of the Executive’s employment by the Company or by the Executive during the Term of Employment (other than as a result of the death of the Executive or a Non-Renewal Termination described in Section 6(g)) shall be communicated by written notice of termination to the other party hereto.
For the avoidance of doubt, if a Non-Renewal Termination occurs on or within one (1) year after the consummation of a Change in Control of the Company, the Severance Multiple shall equal two (2).
Any termination of the employment of the Employee hereunder other than as a result of an Involuntary Termination, a Termination for Cause, a Termination without Cause, a Termination for Good Reason (as defined below) or a Non-Renewal Termination (as defined below) will be referred to hereinafter as a “Voluntary Termination”.
Foodmark counters that the Non-Renewal Termination Fee would not be a penalty clause under Massachusetts law.
Ct. 1998) (“A term fixing unreasonably large liquidated damages is unenforceable on grounds of public policy as a penalty.” (quoting Restatement (Second) of Contracts§ 356)), I do not find any substantial Massachusetts public policy reason that its law must control the interpretation or enforceability of the Non-Renewal Termination Fee.This is not a situation in which Massachusetts has an interest in protecting those who do business in the state from the impact of divergent foreign law.
As discussed above, the Non-Renewal Termination Fee amounts to no more than 10% of annualized net invoice sales - the equivalent of no more than one and one half months of projected sales.
Nevertheless, since both are implicated, I provide the following analysis to frame the issues.Alasko argues that if a Section 11 termination implicates the Non-Renewal Termination Fee, the contract will renew indefinitely and Alasko will have no way of ending the agreement without paying the fee.
For the avoidance of doubt, if a Non-Renewal Termination occurs on or within one (1) year after the consummation of a Change in Control of the Company, the Severance Multiple shall equal three (3).
But neither party has produced any evidence or argument to justify reducing the amount of the Non-Renewal Termination Fee based on Alasko’s partial performance.Nor is any reduction appropriate.
Therefore, the Non-Renewal Termination Fee is enforceable even if it disincentivizes termination in certain circumstances.