Term of Agreement Contract Clauses (1,799)

Grouped Into 92 Collections of Similar Clauses From Business Contracts

This page contains Term of Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Term of Agreement. The term of this Agreement will commence on the Effective Date. There shall be no definite term of employment, and Executive shall be an employee at will. This Agreement will terminate upon the occurrence of a "Termination Event" subject to, and in accordance with, Section 10, or earlier termination pursuant to Section 11.
Term of Agreement. The term of this Agreement will commence on the Effective Date. There shall be no definite term of employment, and Executive shall be an employee at will. This Agreement will terminate upon the occurrence of a "Termination Event" subject to, and in accordance with, Section 10, or earlier termination pursuant to Section 11. 14.
Term of Agreement. The term of this Agreement will commence on the Effective Date. There shall be no definite term of employment, and Executive shall be an employee at will. This Agreement will terminate upon the occurrence of a "Termination Event" subject to, and in accordance with, Section 10, 14, or earlier termination pursuant to Section 11. 15.
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Term of Agreement. The term of this Agreement shall be for the period commencing on the Effective Date and ending one year thereafter ("Term"). Additionally, as of each December 31, thereafter, the Term of this Agreement shall be extended for an additional period such that the Term of the Agreement as of such date of extension shall be for a new one-year period thereafter; provided, however, such Term shall not be automatically extended as of December 31 of any given year if the Board shall give the Executive writ...ten notice not later than October 1 immediately prior to such December 31 date that the Board has made a determination that such Agreement shall not be extended thereafter absent a future affirmative determination and resolution of the Board of Directors that the Term of such Agreement shall be extended beyond the then in effect expiration date of such Agreement. The Term shall refer to the initial Term or any subsequent extension of such Term thereafter. View More
Term of Agreement. The term of this Agreement shall be for the period commencing on the Effective Date and ending one year December 31, 2011 thereafter ("Term"). Additionally, as of each December 31, thereafter, 31 following the Effective Date, the Term of this Agreement shall be extended for an additional period such that the Term of the Agreement as of such date of extension shall be for a new one-year period of twenty-four (24) months thereafter; provided, however, such Term shall not be automatically extended ...as of December 31 of any given year if the Board shall give the Executive written notice not later than the October 1 immediately prior to such December 31 date that the Board has made a determination by an affirmative vote of not less than a majority of the members of the full Board then in office that such Agreement shall not be extended thereafter thereafter, absent a future affirmative determination and resolution of the Board of Directors that the Term of such Agreement shall be extended beyond the then in effect expiration date of such Agreement. The Term shall refer to the initial Term or any subsequent extension of such Term thereafter. View More
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Term of Agreement. The "Term" of this Agreement shall commence on the date hereof and shall continue through December 31, 2015; provided, however, that on such date and on each December 31 thereafter, the Term of this Agreement shall automatically be extended for one additional year unless, not later than the preceding January 1 either party shall have given written notice to the other that such party does not wish to extend the Term; and provided, however, that if a Change in Control (as defined in Section 3 belo...w) shall have occurred during the original or any extended Term of this Agreement, the Term of this Agreement shall continue for a period of twenty-four (24) calendar months commencing with the calendar month in which such Change in Control occurs and shall end upon the expiration of such 24 month period. View More
Term of Agreement. The "Term" of this Agreement shall commence on the date hereof Effective Date and shall continue through December 31, 2015; 20 ; provided, however, that on such date and on each December 31 thereafter, the Term of this Agreement shall automatically be extended for one additional year unless, not later than the preceding January 1 either party shall have given written notice to the other that such party does not wish to extend the Term; and provided, however, that if a Change in Control (as defin...ed in Section 3 4 below) shall have occurred during the original or any extended Term of this Agreement, the Term of this Agreement shall continue for a period of twenty-four (24) calendar months commencing with the calendar month in which such Change in Control occurs and shall end upon the expiration of such 24 twenty-four (24) month period. View More
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Term of Agreement. This Agreement shall continue in full force and effect until the second anniversary of the Effective Date (the "Initial Term"), and shall automatically renew for additional one (1) year renewal periods (a "Renewal Term") if Executive is employed by the Company on the last day of the Initial Term and on each Renewal Term; provided, however, that within the sixty (60) to ninety (90) day period prior to the expiration of the Initial Term or any Renewal Term, at its discretion, the Board may propose... for consideration by Executive, such amendments to the Agreement as it deems appropriate. If Executive's employment with the Company terminates during the Initial Term or a Renewal Term, this Agreement shall remain in effect until all of the obligations of the parties hereunder are satisfied or have expired. View More
Term of Agreement. This Agreement shall continue in full force and effect until the second third (3rd) anniversary of the Effective Date (the "Initial Term"), and shall automatically renew for additional one (1) year Term"). This Agreement may be extended following the Initial Term (or any successor, extended, or renewal periods term, (a "Renewal Term") if Executive is employed Term")) by mutual written consent of the Company on and Executive within ninety (90) days prior to the last day expiration of the Initial ...Term and on each or any Renewal Term; provided, however, that within the sixty (60) to ninety (90) day period prior to the expiration of the Initial Term or any Renewal Term, at its discretion, the Compensation Committee or the Board may propose for consideration by Executive, such amendments to the Agreement as it deems appropriate. If Executive's employment with the Company terminates during the Initial Term or a Renewal Term, this Agreement shall remain in effect until all of the obligations of the parties hereunder are satisfied or have expired. View More
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Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall continue in effect through June 15, 2015; provided, however, that commencing on January 1, 2015 and each January 1 thereafter, the Term shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company or the Executive shall have given notice not to extend the Term; and further provided, however, that if a Change in Control shall have occurred during the Term, the T...erm shall expire twelve (12) months following the date on which such Change in Control occurred. 1 of 16 3. Company's Covenants Summarized. In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive's covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments and the other payments and benefits described herein. No Severance Payments shall be payable under this Agreement unless there shall have been (or, under the terms of the second sentence of Section 6.1 hereof, there shall be deemed to have been) a termination of the Executive's employment with the Company following a Change in Control and during the Term. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. View More
Term of Agreement. The Term of this This Agreement shall commence on the date hereof and shall continue in effect through June 15, 2015; December 31, ; provided, however, that commencing on January 1, 2015 and each January 1 thereafter, the Term term of this Agreement shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company or the Executive shall have given notice not to extend this Agreement. Notwithstanding the Term; and further provided, howe...ver, that foregoing, if a Change in Control shall have occurred during the Term, term of this Agreement, this Agreement shall continue in effect for a period of not less than twenty-four (24) months beyond the Term shall expire twelve (12) months following the date on month in which such Change in Control occurred. 1 of 16 2 3. Company's Covenants Summarized. In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive's covenants set forth in Section 4 and Section 9 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments "Severance Payments" described in Section 6.01 hereof in the event the Executive's employment with the Company is terminated during the term of this Agreement and following a Change in Control, unless such termination is (i) by the other payments and benefits described herein. No Severance Payments Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. Except as provided by the second sentence of Section 6.01 hereof, no amount or benefit shall be payable under this Agreement unless there shall have been (or, under the terms of the second sentence of Section 6.1 hereof, there shall be deemed to have been) a termination of the Executive's employment with the Company following a Change in Control and during the Term. Control. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. View More
Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall continue in effect through June 15, 2015; December 31, 2016; provided, however, that commencing on January 1, 2015 2017 and each January 1 thereafter, the Term shall automatically be extended for one additional year unless, not later than September 30 fifteen (15) months prior to the expiration of the preceding year, then-current Term, the Company or the Executive shall have given notice not to extend the Term; and further pr...ovided, however, that if a Change in Control shall have occurred during the Term, the Term shall expire twelve (12) twenty-four (24) months following the date on which such Change in Control occurred. 1 of 16 3. Company's Covenants Summarized. In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive's covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the CIC Severance Payments, the Severance Payments and the other payments and benefits described herein. No Neither CIC Severance Payments nor Severance Payments shall be payable under this Agreement unless there shall have been (or, under the terms of the second sentence of Section 6.1 hereof, there shall be deemed to have been) a termination of the Executive's employment with the Company following a Change in Control and during the Term. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. View More
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Term of Agreement. 1.1 The term of this Agreement will commence on the date above (the "Effective Date") and will continue for a period of three (3) years thereafter. Commencing on the third anniversary of the Effective Date and on each anniversary thereafter ("Anniversary Date"), this Agreement will automatically be renewed for one (1) additional year beyond the term otherwise established, unless one party provides written notice to the other party, at least one (1) year in advance of an Anniversary Date, of its ...intent not to renew this Agreement for an additional one year term. Nothing in this provision will preclude termination as otherwise provided or permitted under this Agreement. Notwithstanding the foregoing, if a Change in Control occurs after the Effective Date and during the term of this Agreement, this Agreement will continue in effect for a limited period of two (2) years after the date of such Change in Control, unless terminated sooner in accordance with this Agreement. 1.2 You acknowledge that your employment with the Company constitutes "at-will" employment and that, because you are an at-will employee, either you or the Company may terminate your employment at any time, upon written notice of termination within a reasonable period of time before the effective date of the termination, subject to the procedures and consequences set forth in this Agreement. View More
Term of Agreement. 1.1 The term of this Agreement will commence on the date above (the "Effective Date") and will continue for a period until termination of three (3) years thereafter. Commencing on your employment in accordance with the third anniversary terms of the Effective Date and on each anniversary thereafter ("Anniversary Date"), this Agreement will automatically be renewed for one (1) additional year beyond the term otherwise established, unless one party provides written notice to the other party, at le...ast one (1) year in advance of an Anniversary Date, of its intent not to renew this Agreement for an additional one year term. Nothing in this provision will preclude termination as otherwise provided or permitted under this Agreement. Notwithstanding the foregoing, if a Change in Control occurs after the Effective Date and during the term of this Agreement, this Agreement will continue in effect for a limited period of two (2) years after the date of such Change in Control, unless terminated sooner in accordance with this Agreement. 1.2 1.1 You acknowledge that your employment with the Company constitutes "at-will" employment and that, because you are an at-will employee, either you or the Company may terminate your employment at any time, upon written notice of termination within a reasonable period of time before the effective date of the termination, subject to the procedures and consequences set forth in this Agreement. View More
Term of Agreement. 1.1 The term of this Agreement will commence on the date above (the "Effective Date") and will continue for a period of three (3) years thereafter. Commencing on the third On each anniversary of the Effective Date and on each anniversary thereafter ("Anniversary Date"), prior to a termination of the Agreement, without action by any party, this Agreement will automatically be renewed for one (1) additional year beyond the term otherwise established, unless one party provides written notice to the... other party, at least one (1) year 90 days in advance of an Anniversary Date, of its intent not to renew this Agreement for an additional one year term. Agreement. Nothing in this provision will preclude termination as otherwise provided or permitted under this Agreement. Notwithstanding the foregoing, if a Change in Control occurs after the Effective Date and during the term of this Agreement, this Agreement will continue in effect for a limited period of two (2) years after the date of such Change in Control, unless terminated sooner in accordance with this Agreement. 1.2 You acknowledge that your employment with the Company constitutes "at-will" employment and that, because you are an at-will employee, either you or the Company may terminate your employment at any time, upon written notice of termination within a reasonable period of time before the effective date of the termination, subject to the procedures and consequences set forth in this Agreement. View More
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Term of Agreement. This Agreement shall commence as of January 1, 2019 (the "Effective Date") and shall continue in effect until the first anniversary of the Effective Date; provided, that commencing on the first anniversary of the Effective Date and on each subsequent anniversary thereof, the term of this Agreement shall automatically be extended for one (1) year and remain in effect until and unless earlier terminated by the Company or the Executive pursuant to the terms set forth herein.
Term of Agreement. This Agreement shall commence as of January 1, 2019 2014 (the "Effective Date") and shall continue in effect until the first anniversary of the Effective Date; provided, that commencing on the first anniversary of the Effective Date and on each subsequent anniversary thereof, the term of this Agreement shall automatically be extended for one (1) year and remain in effect until and unless earlier terminated by the Company or the Executive pursuant to the terms set forth herein. This Agreement sha...ll supersede and replace the Consulting Agreement dated December 8, 2009, as amended, between the Company and Executive Officer, which is hereby terminated. View More
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Term of Agreement. This Agreement shall be deemed to have commenced as of August 29, 2003 and shall terminate ten (10) years thereafter (the "Initial Term"), unless earlier terminated in whole or in part (with respect to the Remington Exclusivity Rights or the REIT Exclusivity Rights, or both, as applicable), due to (a) an Event of Default under this Agreement and the non-defaulting party elects to terminate this Agreement, (b) the occurrence of a Remington Termination Event, (c) the occurrence of a REIT Terminati...on Event, or (d) termination of the Master Management Agreement with respect to all of the Hotel Properties covered thereby pursuant to an Event of Default (as defined therein) applicable to all of the Hotel Properties then covered by the Master Management Agreement as set forth in Section 19.02 thereof and the non-defaulting party thereunder elects in writing to terminate this Agreement (the events in subparagraphs (a) through (d) herein each called, a "Termination Event"). Notwithstanding the foregoing, the Initial Term shall automatically be extended at the expiration of the Initial Term (with respect to the Remington Exclusivity Rights or the REIT Exclusivity Rights, or both, as applicable), on the same terms and conditions contained herein, for each of three (3) successive periods of seven (7) Fiscal Years each and one final period of four (4) years; provided, however, that at the time of the expiration of the Initial Term or extension term, as applicable, a Termination Event with respect to the entirety of this Agreement does not then exist. The Initial Term as extended by any extension terms, if any, shall herein be called the "Term." Upon the occurrence of a Termination Event (except where such Termination Event is due to an Event of Default by any of the Remington Parties under this Agreement), the Remington Parties shall be entitled to receive the Reimbursement Amount payable under this Agreement. Subject to Section 8(b) below, upon termination of the entirety of this Agreement, the Remington Parties and the REIT Parties shall have no further obligations to one another pursuant to this Agreement, except for any indemnification obligations contained herein, which shall survive such termination. Any termination of this Agreement in whole or in part shall not terminate any existing management and/or development agreements or any other agreements executed between the parties hereto that are then continuing and in full force and effect. View More
Term of Agreement. This Agreement shall be deemed to have commenced as of the August 29, 2003 and shall terminate ten (10) years thereafter (the "Initial Term"), unless earlier terminated in whole or in part (with respect to the Remington Manager Exclusivity Rights or the REIT Exclusivity Rights, or both, as applicable), due to (a) an Event of Default under this Agreement and the non-defaulting party elects to terminate this Agreement, Agreement or (b) the occurrence of a Remington Termination Event, (c) the occur...rence of a REIT Termination Event, or (d) termination of the Master Project Management Agreement with respect to all of the Hotel Properties covered thereby pursuant to an Event of Default (as defined therein) applicable to all of the Hotel Properties then covered by the Master Project Management Agreement as set forth in Section 19.02 thereof and the non-defaulting party thereunder elects in writing to terminate this Agreement (the events in subparagraphs (a) through (d) (b) herein each called, a "Termination Event"). Notwithstanding the foregoing, the Initial Term shall automatically be extended at the expiration of the Initial Term (with respect to the Remington Manager Exclusivity Rights or the REIT Exclusivity Rights, or both, as applicable), on the same terms and conditions contained herein, for each of three (3) successive periods of seven (7) Fiscal Years each and one final period of four (4) years; provided, however, that at the time of the expiration of the Initial Term or extension term, as applicable, a Termination Event with respect to the entirety of this Agreement does not then exist. The Initial Term as extended by any extension terms, if any, shall herein be called the "Term." Upon the occurrence of a Termination Event (except where such Termination Event is due to an Event of Default by any of the Remington Parties Manager under this Agreement), the Remington Parties Manager shall be entitled to receive the Reimbursement Amount payable under this Agreement. Subject to Section 8(b) below, upon termination of the entirety of this Agreement, the Remington Parties Manager and the REIT Parties shall have no further obligations to one another pursuant to this Agreement, except for any indemnification obligations contained herein, which shall survive such termination. Any termination of this Agreement in whole or in part shall not terminate any existing project management and/or development agreements or any other agreements executed between the parties hereto that are then continuing and in full force and effect. View More
Term of Agreement. This Agreement shall be deemed to have commenced as of August 29, 2003 the November 19, 2013 and shall terminate ten (10) years thereafter (the "Initial Term"), unless earlier terminated in whole or in part (with respect to the Remington Manager Exclusivity Rights or the REIT Exclusivity Rights, or both, as applicable), due to (a) an Event of Default under this Agreement and the non-defaulting party elects to terminate this Agreement, Agreement or (b) the occurrence of a Remington Termination Ev...ent, (c) the occurrence of a REIT Termination Event, or (d) termination of the Master Project Management Agreement with respect to all of the Hotel Properties covered thereby pursuant to an Event of Default (as defined therein) applicable to all of the Hotel Properties then covered by the Master Project Management Agreement as set forth in Section 19.02 thereof and the non-defaulting party thereunder elects in writing to terminate this Agreement (the events in subparagraphs (a) through (d) (b) herein each called, a "Termination Event"). Notwithstanding the foregoing, the Initial Term shall automatically be extended at the expiration of the Initial Term (with respect to the Remington Manager Exclusivity Rights or the REIT Exclusivity Rights, or both, as applicable), on the same terms and conditions contained herein, for each of three (3) successive periods of seven (7) Fiscal Years each and one final period of four (4) years; provided, however, that at the time of the expiration of the Initial Term or extension term, as applicable, a Termination Event with respect to the entirety of this Agreement does not then exist. The Initial Term as extended by any extension terms, if any, shall herein be called the "Term." Upon the occurrence of a Termination Event (except where such Termination Event is due to an Event of Default by any of the Remington Parties Manager under this Agreement), the Remington Parties Manager shall be entitled to receive the Reimbursement Amount payable under this Agreement. Subject to Section 8(b) below, upon termination of the entirety of this Agreement, the Remington Parties Manager and the REIT Parties shall have no further obligations to one another pursuant to this Agreement, except for any indemnification obligations contained herein, which shall survive such termination. Any termination of this Agreement in whole or in part shall not terminate any existing project management and/or development agreements or any other agreements executed between the parties hereto that are then continuing and in full force and effect. View More
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Term of Agreement. The Bank agrees to continue, and Executive agrees this Agreement will remain in effect, from March 1, 2016 (the "Commencement Date"), until the earliest of (i) December 31, 2016 or (ii) the date on which Executive's Termination of Employment, as applicable, provided that the terms and conditions of this Agreement shall automatically extend for consecutive one (1) year periods, on and after December 31, 2016 unless either Executive or the Bank notifies the other in writing at least sixty (60) day...s before the end of the then current term that, for any reason, the Executive or the Bank has elected not to extend the term. View More
Term of Agreement. The Bank agrees to continue, and Executive agrees this Agreement will remain in effect, from March July 1, 2016 2021 (the "Commencement Date"), until the earliest of (i) December 31, 2016 2021 or (ii) the date on which Executive's Termination of Employment, as applicable, provided that the terms and conditions of this Agreement shall automatically extend for consecutive one (1) year periods, on and after December 31, 2016 2021 unless either Executive or the Bank notifies the other in writing at ...least sixty (60) days before the end of the then current term that, for any reason, the Executive or the Bank has elected not to extend the term. View More
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Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall continue in effect through December 31, 2013; provided, however, that effective January 1, 2014 and each January 1 thereafter, the Term that is then in effect shall automatically be extended for one additional year unless the Company has given notice before the January 1 in question that the Term that is in effect at the time such notice is given will not be extended; and further provided, however, that if a Change in Control... occurs during the Term, the Term shall expire no earlier than twelve (12) calendar months after the calendar month in which such Change in Control occurs. Notwithstanding the foregoing, this Agreement shall terminate if the Executive ceases to be an employee of the Company and its subsidiaries for any reason prior to a Change in Control. However, anything in this Agreement (including the preceding sentence) to the contrary notwithstanding, if a Change in Control occurs and if, within three months prior to the date on which such Change in Control occurs, the Executive's employment with the Company is terminated by the Company without Cause or an event occurs that would, if it took place after the Change in Control, constitute Good Reason for termination of employment by the Executive, and if it is reasonably demonstrated by the Executive that such termination of employment by the Company or event constituting Good Reason for termination of employment by the Executive (a) was undertaken at the request of a third party who has taken steps reasonably calculated to effect the Change in Control, or (b) otherwise arose in connection with or in anticipation of the Change in Control, then for purposes of this Agreement such termination of employment by the Company without Cause or event constituting Good Reason shall be deemed to occur during the 12 month period following the Change in Control and, if the Executive terminates his employment for such Good Reason before the Change in Control, such termination of employment by the Executive shall likewise be deemed to occur during the 12 month period following the Change in Control. View More
Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall continue in effect through December 31, 2013; provided, however, that effective January 1, 2014 and each January 1 thereafter, the Term that is then in effect shall automatically be extended for one additional year unless the Company has given notice before the January 1 in question that the Term that is in effect at the time such notice is given will not be extended; and further provided, however, that if a Change in Control... occurs during the Term, the Term shall expire no earlier than twelve (12) twenty-four (24) calendar months after the calendar month in which such a Change in Control occurs. Notwithstanding the foregoing, this Agreement shall terminate if the Executive ceases to be an employee of the Company and its subsidiaries for any reason prior to a Change in Control. However, anything in this Agreement (including the preceding sentence) to the contrary notwithstanding, if a Change in Control occurs and if, within three twelve months prior to the date on which such Change in Control occurs, the Executive's employment with the Company is terminated by the Company without Cause or an event occurs that would, if it took place after the Change in Control, constitute Good Reason for termination of employment by the Executive, and if it is reasonably demonstrated by the Executive that such termination of employment by the Company or event constituting Good Reason for termination of employment by the Executive (a) was undertaken at the request of a third party who has taken steps reasonably calculated to effect the Change in Control, or (b) otherwise arose in connection with or in anticipation of the Change in Control, then for purposes of this Agreement such termination of employment of the Executive by the Company without Cause or event constituting Good Reason shall be deemed to occur during the 12 twenty-four (24) month period following the Change in Control and, if the Executive terminates his employment for such Good Reason before or after the Change in Control, such termination of employment by the Executive shall likewise be deemed to occur during the 12 twenty-four (24) month period following the Change in Control. View More
Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall continue in effect through December 31, 2013; 2016; provided, however, that effective January 1, 2014 2017 and each January 1 thereafter, the Term that is then in effect shall automatically be extended for one additional year unless the Company has given no less than thirty (30) days written notice before the January 1 in question that the Term that is in effect at the time such notice is given will not be extended; and furth...er provided, however, that if a Change in Control occurs during the Term, the Term shall expire no earlier than twelve (12) twenty-four (24) calendar months after the calendar month in which such Change in Control occurs. Notwithstanding the foregoing, this Agreement shall terminate if the Executive ceases to be an employee of the Company and its subsidiaries for any reason prior to a Change in Control. However, anything in this Agreement (including the preceding sentence) to the contrary notwithstanding, if a Change in Control occurs and if, within three months prior to the date on which such Change in Control occurs, the Executive's employment with the Company is terminated by the Company without Cause or an event occurs that would, if it took place after the Change in Control, constitute Good Reason for termination of employment by the Executive, and if it is reasonably demonstrated by the Executive that such termination of employment by the Company or event constituting Good Reason for termination of employment by the Executive (a) was undertaken at the request of a third party who has taken steps reasonably calculated to effect the Change in Control, or (b) otherwise arose in connection with or in anticipation of the Change in Control, then for purposes of this Agreement such termination of employment by the Company without Cause or event constituting Good Reason shall be deemed to occur during the 12 24 month period following the Change in Control and, if the Executive terminates his employment for such Good Reason before the Change in Control, such termination of employment by the Executive shall likewise be deemed to occur during the 12 24 month period following the Change in Control. 3. Company's Covenants Summarized. In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive's covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments and the other payments and benefits described herein. Except as provided in Section 2, Section 6.3, or Section 9.1 hereof, no amounts shall be payable under this Agreement unless the Executive's employment with the Company terminates following a Change in Control and during the Term. This Agreement shall not be construed as creating an express or implied contract of employment enforceable against the Company nor, except as provided in Section 4 below, enforceable against the Executive, and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. View More
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