Term Contract Clauses (8,450)

Grouped Into 443 Collections of Similar Clauses From Business Contracts

This page contains Term clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Term. A. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the same from Landlord, for an "Initial Term" beginning 7/1/2014 and ending 6/30/2019. Landlord shall use its best efforts to give Tenant possession as nearly as possible at the beginning of the Lease term. If Landlord is unable to timely provide the Leased Premises, rent shall abate for the period of delay. Tenant shall make no other claim against Landlord for any such delay. B. Tenant may renew the Lease for one ...extended term of 5 years. Tenant shall exercise such renewal option, if at all, by giving written notice to Landlord not less than ninety (90) days prior to the expiration of the Initial Term. The renewal term shall be at the rental set forth below and otherwise upon the same covenants, conditions and provisions as provided in this Lease. View More
Term. A. Landlord hereby leases the Leased Premises "as-is" to Tenant, and Tenant hereby leases and accepts the same from Landlord, Landlord "as-is", for an "Initial Term" beginning 7/1/2014 December 1, 2015 and ending 6/30/2019. November 30, 2020. Landlord shall use its best efforts to give Tenant possession as nearly as possible at the beginning of the Lease term. If Landlord is unable to timely provide the Leased Premises, rent shall abate for the period of delay. Tenant shall make no other claim a...gainst Landlord for any such delay. B. Tenant may renew the Lease for one extended term of 5 five (5) years. Tenant shall exercise such renewal option, if at all, by giving written notice to Landlord not less than ninety (90) one hundred fifty (150) days prior to the expiration of the Initial Term. The renewal term shall be at the rental set forth below and otherwise upon the same covenants, conditions and provisions as provided in this Lease. View More
Term. A. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the same from Landlord, for an "Initial Term" beginning 7/1/2014 February 1, 2007 and ending 6/30/2019. January 31, 2012. Landlord shall use its best efforts to give Tenant possession as nearly as possible at the beginning of the Lease term. If Landlord is unable to timely provide the Leased Premises, rent shall abate for the period of delay. Tenant shall make no other claim against Landlord for any such delay. B. ...Tenant may renew the Lease for one extended term of 5 years. two, five (5) year terms. Tenant shall exercise such renewal option, if at all, by giving written notice to Landlord not less than ninety (90) days prior to the expiration of the Initial Term. The renewal term shall be at the rental set forth below and otherwise upon the same covenants, conditions and provisions as provided in this Lease. View More
Term. A. Landlord LANDLORD hereby leases the Leased Premises to Tenant, TENANT, and Tenant TENANT hereby leases the same from Landlord, LANDLORD, for an "Initial Term" beginning 7/1/2014 June 1, 2014 and ending 6/30/2019. Landlord May 31, 2019. LANDLORD shall use its best efforts to give Tenant TENANT possession as nearly as possible at the beginning of the Lease term. If Landlord LANDLORD is unable to timely provide the Leased Premises, rent shall abate for the period of delay. Tenant TENANT shall ma...ke no other claim against Landlord LANDLORD for any such delay. B. Tenant may renew the Lease for one extended term of 5 years. Tenant shall exercise such renewal option, if at all, by giving written notice to Landlord not less than ninety (90) days prior to the expiration of the Initial Term. The renewal term shall be at the rental set forth below and otherwise upon the same covenants, conditions and provisions as provided in this Lease. View More
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Term. Executive shall be employed for a term commencing on January 1, 2015 and ending on December 31, 2015 (the "Term"), unless his employment is terminated prior thereto pursuant to the provisions hereof. This Agreement shall automatically expire on December 31, 2015 and shall not be extended or renewed except in a writing signed by an authorized officer of the Corporation. Executive hereby acknowledges and agrees that his employment by the Corporation, if any, beyond the expiration date of this Agre...ement shall be terminable by either party at will and shall not, under any circumstances, be deemed to expressly or impliedly renew the terms of this Agreement. -1- 4. Compensation/Benefits. 4.1 The Corporation will pay to Executive as compensation for his services hereunder a salary (the "Base Salary") of $150,000 per annum, or such greater amount as the Board of Directors of the Corporation may from time to time determine and confirm in writing. Any increase shall become effective for future salary payments and shall not be retroactive. Such salary shall be payable in equal installments in accordance with the Corporation's normal payroll policy. 4.2 For each fiscal year ending while this Agreement is in effect, Executive shall participate in an annual bonus plan of the Corporation pursuant to which Executive's target bonus opportunity shall be fifty percent (50%) of Executive's Base Salary (the "Target Bonus"). The actual bonus paid may be higher or lower than the Target Bonus for over-or under-achievement of Corporation and individual objectives as determined by the Board of Directors or Compensation Committee of the Board. The Target Bonus will be subject to annual adjustment by the Board or the Compensation Committee of the Board, in its sole discretion; provided, however, that the percentage of Executive's Target Bonus may not be decreased without Executive's consent. Any bonus earned by Executive for any fiscal year shall be paid to him as soon as reasonably practicable after the end of the year for which it is earned, but in no event later than 90 days following the end of the fiscal year for which it is earned. 4.3 Executive shall be entitled to participate, to the extent he is eligible under the terms and conditions thereof, in any pension, retirement, disability, insurance, medical service, or other employee benefit plan which is generally available to all employees of the Corporation and which may be in effect from time to time during the period of his employment hereunder. The Corporation shall be under no obligation to institute or continue the existence of any such employee benefit plan. View More
Term. Executive shall be employed for a term commencing on January 1, 2015 and ending on December 31, 2015 2014 (the "Term"), unless his employment is terminated prior thereto pursuant to the provisions hereof. This Agreement shall automatically expire on December 31, 2015 2014 and shall not be extended or renewed except in a writing signed by an authorized officer of the Corporation. Executive hereby acknowledges and agrees that his employment by the Corporation, if any, beyond the expiration date of... this Agreement shall be terminable by either party at will and shall not, under any circumstances, be deemed to expressly or impliedly renew the terms of this Agreement. -1- 4. Compensation/Benefits. Compensation/Bonus/Benefits. 4.1 The Corporation will pay to Executive as compensation for his services hereunder a salary (the "Base Salary") of $150,000 $240,000 per annum, or such greater amount as the Board of Directors of the Corporation may shall from time to time determine and confirm in writing. Executive's Base Salary may be increased to $252,000 during the Term if, in the opinion of the Board of Directors, the Corporation's profitability and operating results justify an increase. Any increase shall become effective for future salary payments and shall not be retroactive. Such salary shall is to be payable in equal installments in accordance with the Corporation's normal payroll policy. 4.2 Within five days of the execution of this Agreement, the Corporation shall pay Executive a signing bonus equal to ten thousand dollars ($10,000), less tax withholding and other authorized deductions. 4.3 Effective as of the date of this Agreement, the Corporation shall grant Executive a five-year incentive stock option to purchase 4,000 shares of the Corporation's common stock at an exercise price equal to the closing price of such stock on the date hereof. The option shall vest over three years in accordance with the Corporation's normal vesting policies. 4.4 For each fiscal year ending while this Agreement is in effect, Executive shall participate in an annual bonus plan of the Corporation pursuant to which Executive's target bonus opportunity shall be fifty percent (50%) of Executive's Base Salary (the "Target Bonus"). The actual bonus paid may be higher or lower than the Target Bonus for over-or under-achievement of Corporation and individual objectives as determined by the Board of Directors or Compensation Committee of the Board. The Target Bonus will be subject to annual adjustment by the Board or the Compensation Committee of the Board, in its sole discretion; provided, however, that the percentage of Executive's Target Bonus may not be decreased without Executive's consent. Any bonus earned by Executive for any fiscal year shall be paid to him as soon as reasonably practicable after the end of the year for which it is earned, but in no event later than 90 days following the end of the fiscal year for which it is earned. 4.3 4.5 Executive shall be entitled to participate, to the extent he is eligible under the terms and conditions thereof, in any pension, retirement, disability, insurance, medical service, or other employee benefit plan which is generally available to all employees of the Corporation and which may be in effect from time to time during the period of his employment hereunder. The Corporation shall be under no obligation to institute or continue the existence of any such employee benefit plan. In addition to the employee benefits otherwise available to the Corporation's employees, during the Term, Executive shall continue to be entitled to the life insurance policy and disability insurance policy, if any, that the Corporation maintained for Executive prior to the execution of this Agreement. View More
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Term. The Initial Term of the Executive's employment hereunder (the "Initial Term") shall commence on January 1, 2015 (the "Effective Date"), and continuing until May 27, 2016. If neither the Company nor the Executive has provided the other with written notice of an intention to terminate this Agreement at least thirty (30) days before the end of the Initial Term (or any subsequent renewal period), this Agreement will automatically renew for a twelve (12) month period. For purposes of this Agreement, ...the word "Term" means the Initial Term and any renewal period pursuant to the preceding sentence and any extension pursuant to clause (ii) of the following sentence. Notwithstanding the preceding sentences (i) this Agreement may be terminated earlier as provided herein and (ii) if a Control Change Date (as defined in Section 11 of this Agreement) occurs during the Term, then the Term shall not end before the first anniversary of the Control Change Date or the date this Agreement is terminated earlier as provided herein. View More
Term. The Initial Term of the Executive's employment hereunder (the "Initial Term") shall commence be for a period of three (3) years commencing on January 1, 2015 15, 2021 (the "Effective Date"), and continuing until May 27, 2016. January 14, 2024. If neither the Company nor the Executive has provided the other with written notice of an intention to terminate this Agreement at least thirty (30) days before the end of the Initial Term (or any subsequent renewal period), this Agreement will automatical...ly renew for a twelve (12) month period. For purposes of this Agreement, the word "Term" means the Initial Term and any renewal period pursuant to the preceding sentence and any extension pursuant to clause (ii) of the following sentence. Notwithstanding the preceding sentences (i) this Agreement may be terminated earlier as provided herein and (ii) if a Control Change Date (as defined in Section 11 10 of this Agreement) occurs during the Term, then the Term shall not end before the first anniversary of the Control Change Date or the date this Agreement is terminated earlier as provided herein. View More
Term. The Initial Term of the Executive's employment hereunder (the "Initial Term") shall commence on January May 1, 2015 (the "Effective Date"), and continuing until May 27, 1, 2016. If neither the Company nor the Executive has provided the other with written notice of an intention to terminate this Agreement at least thirty (30) days before the end of the Initial Term (or any subsequent renewal period), this Agreement will automatically renew for a twelve (12) month month. period. For purposes of th...is Agreement, the word "Term" means the Initial Term and any renewal period pursuant to the preceding sentence and any extension pursuant to clause (ii) of the following sentence. Notwithstanding the preceding sentences (i) this Agreement may be terminated earlier as provided herein and (ii) if a Control Change Date (as defined in pursuant to Section 11 of this Agreement) occurs during the Term, then the Term shall not end before the first anniversary of the Control Change Date or the date this Agreement is terminated earlier as provided herein. 6. View More
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Term. The term of this Agreement shall begin on the Effective Date and shall terminate on the earlier of the second anniversary of the Effective Date or the termination of Executive's employment with the Company; provided, however, notwithstanding anything in this Agreement to the contrary, Sections 5 through 21 shall survive until the expiration of any applicable time periods set forth in Sections 6, 7 and 8.
Term. The term of this Agreement shall begin on the Effective Date at your current compensation, which will be reviewed periodically in the same manner as your peer executives. This Agreement supersedes all prior employment agreements and shall terminate on the earlier of the second third anniversary of the Effective Date or the termination of Executive's employment with the Company; provided, however, notwithstanding anything in this Agreement to the contrary, Sections 5 through 21 shall survive unti...l the expiration of any applicable time periods set forth in Sections 6, 7 and 8. View More
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Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years ending on the third anniversary of the Effective Date or, if later, ending on the last day of any extension made pursuant to the next sentence, subject to prior termination as set forth in Section 8 (such term, including any extensions pursuant to the next sentence, the "Employment Term"). The Employment Term shall be extended automatically for one (1) additional year on the first a...nniversary of the Effective Date and for an additional year each anniversary thereafter unless and until either party gives written notice to the other not to extend the Employment Term before such extension would be effectuated. Notwithstanding any termination of the Employment Term or the Employee's employment, the Employee and the Company agree that Sections 8 through 10 shall remain in effect until all parties' obligations and benefits are satisfied thereunder. View More
Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years ending on the third anniversary of the Effective Date or, if later, ending on the last day of any extension made pursuant to the next sentence, subject to prior termination as set forth in Section 8 (such term, including any extensions pursuant to the next sentence, the "Employment Term"). The Employment Term Te1m shall be extended automatically for one (1) additional year on the fi...rst anniversary of the Effective Date and for an additional year each anniversary thereafter unless and until either party gives written notice to the other not to extend the Employment Term before such extension would be effectuated. Notwithstanding any termination on substantially similar terms, at least ninety (90) days prior to the conclusion of the then-cu11'ent Employment Term or the Employee's employment, the Employee and the Company agree that Sections 8 through 10 shall remain in effect until all parties' obligations and benefits are satisfied thereunder. Term. View More
Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years ending on the third anniversary of the Effective Date or, if later, ending on the last day of any extension made pursuant to the next sentence, subject to prior termination as set forth in Section 8 (such term, including any extensions pursuant to the next sentence, the "Employment Term"). The Employment Term shall be extended automatically for one (1) additional year on the first s...econd anniversary of the Effective Date and for an additional year each anniversary thereafter unless and until either party gives written notice to the other not to extend the Employment Term before such extension would be effectuated. Notwithstanding any termination on substantially similar terms, at least ninety (90) days prior to the conclusion of the then-current Employment Term or the Employee's employment, the Employee and the Company agree that Sections 8 through 10 shall remain in effect until all parties' obligations and benefits are satisfied thereunder. Term. View More
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Term. The term ("Term") of this Advisory Council Agreement (the Agreement") shall commence on January 28, 2013 (the "Effective Date") and be in full force and effect until terminated according to Paragraph 8.
Term. The term ("Term") of this Advisory Council Agreement (the Agreement") shall commence on January 28, 30th, 2013 (the "Effective Date") and be in full force and effect until terminated according to Paragraph 8.
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Term. The term of this Agreement shall commence upon execution, and your employment shall commence on July 1, 2016. The Associate understands and acknowledges that employment is "at will" and is terminable at any time at the will of Benefitfocus or the Associate, notwithstanding any other provisions of this Agreement, including Section 19 hereof. This Agreement shall remain in force until terminated at the will of either party or as described in Section 19 of this Agreement.
Term. The term of this Agreement shall commence upon execution, and your Associate's employment shall commence on July 1, 2016. 22, 2019. The Associate understands and acknowledges that employment is "at will" and is terminable at any time at the will of Benefitfocus or the Associate, notwithstanding any other provisions of this Agreement, including Section 19 hereof. This Agreement shall remain in force until terminated at the will of either party or as described in Section 19 of this Agreement.
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Term. The expiration date of the term of the Lease is hereby extended through the Extended Expiration Date. Tenant's occupancy of the Premises through the Extended Expiration Date shall be on an "as-is" basis and Landlord shall have no obligation to provide any tenant improvement allowance or to make any alterations to the Premises.
Term. The expiration date of the term Term of the Lease is hereby extended with respect to the entire Premises through the Extended Eighth Amendment Expiration Date. Tenant's occupancy of the Premises through the Extended Eighth Amendment Expiration Date shall be on an "as-is" basis and Landlord shall have no obligation to provide any tenant improvement allowance or to make any alterations to the Premises. Tenant has no right to extend the Term of the Lease beyond the Eighth Expansion Premises Commenc...ement Date. View More
Term. The expiration date of the term of the Lease is hereby extended through the Extended First Amendment Expiration Date. Tenant's occupancy of the Premises through the Extended First Amendment Expiration Date shall be on an "as-is" basis and Landlord shall have no obligation to provide any tenant improvement allowance or to make any alterations to the Premises.
Term. The expiration date of the term Term of the Lease is hereby extended through the Extended Expiration Date. Tenant has accepted and occupies the Premises and Tenant's continued occupancy of the Premises through the Extended Expiration Date shall be on an "as-is" basis basis, subject to the terms and conditions of the Lease, and, except as expressly provided in Section 3 below, Landlord shall have no obligation to provide any tenant improvement allowance or to make any improvements or alterations ...to the Premises. View More
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Term. The term of Executive's employment hereunder shall commence on the Commencement Date and shall continue until the one-year anniversary of the Commencement Date, unless terminated earlier as hereinafter provided in this Agreement, or unless extended, on these or different terms, by mutual written agreement of the Company and Executive ("Term"); provided, however, that on the one year anniversary of the Commencement Date and on each subsequent anniversary of such date (each a "Renewal Date") the t...erm of this Agreement shall automatically be extended by one additional year (the "Extension Period") unless either party shall have provided notice to the other 60 days prior to a Renewal Date that such party does not desire to extend the term of this Agreement, in which case no further extension of the term of this Agreement shall occur pursuant hereto but all previous extensions of the term shall continue to be given full force and effect. The "Term" of this Agreement shall include any Extension Periods. Unless the Company and Executive have otherwise agreed in writing, if Executive continues to work for the Company after the expiration of the Term, his employment thereafter shall be under the same terms and conditions provided for in this Agreement, except that his employment will be on an "at will" basis and the provisions of Sections 4.4 and 4.6(c) shall no longer be in effect. View More
Term. The term of Executive's employment hereunder shall commence on the Commencement Date effective date of the registration statement for the Company's proposed initial public offering (the "IPO") and related pricing of the IPO (the "Effective Date") and shall continue until the one-year three (3) year anniversary of the Commencement Effective Date, unless terminated earlier as hereinafter provided in this Agreement, or unless extended, on these or different terms, as hereinafter provided in this Ag...reement or otherwise by mutual written agreement of the Company and Executive ("Term"); provided, however, that on the one year anniversary ("Term"). Upon each prescribed date of expiration of the Commencement Date and on each subsequent anniversary of such date Term (each a "Renewal Date") Date"), the term of this Agreement Term shall automatically be extended by one additional year (the "Extension Period") unless either party shall have provided notice to the other 60 days prior to a Renewal Date that such party does not desire to extend the term of this Agreement, in which case no further extension of the term of this Agreement shall occur pursuant hereto but all previous extensions of the term shall continue to be given full force and effect. The For the avoidance of doubt, the "Term" of this Agreement shall include any Extension Periods. Periods, as well as the period of any extension of the Term by mutual written agreement of the Company and Executive. The delivery by the Company of written notice that the Term will not be extended in accordance herewith shall not be deemed a termination of Executive's employment by the Company without "Cause." Unless the Company and Executive have otherwise agreed in writing, if Executive continues to work for the Company after the expiration of the Term, his employment thereafter shall be under the same terms and conditions provided for in this Agreement, except that his employment will be on an "at will" basis and the provisions of Sections 4.4 4.3, 4.4, 4.5 and 4.6(c) shall no longer be in effect. View More
Term. The term of Executive's employment hereunder shall commence be for three years commencing on the Commencement Date and shall continue until the one-year anniversary of including the Commencement Date, unless terminated earlier as hereinafter provided in this Agreement, or unless extended, on these or different terms, by mutual written agreement of the Company and Executive ("Term"); (the "Term"); provided, however, that on the one year third anniversary of the Commencement Date and on each subse...quent anniversary of such date (each a "Renewal Date") Date"), the term of this Agreement shall automatically be extended by one additional year (the "Extension Period") unless either party shall have provided notice to the other 60 120 days prior to a Renewal Date that such party does not desire to extend the term of this Agreement, in which case no further extension of the term of this Agreement shall occur pursuant hereto but all previous extensions of the term shall continue to be given full force and effect. The "Term" of this Agreement shall include any Extension Periods. Unless In connection with any non-renewal by the Company, the Company and shall pay to Executive have otherwise agreed the amount set forth in writing, if Executive continues to work for the Company after the expiration of the Term, his employment thereafter shall be under the same terms and conditions provided for in this Agreement, except that his employment will be on an "at will" basis and the provisions of Sections 4.4 and 4.6(c) shall no longer be in effect. Section 4.6(d). View More
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Term. (a) The term of Executive's employment under this Agreement shall be effective on July 1, 2020 (the "Effective Date"), and shall continue until June 30, 2023 (the "Initial Expiration Date"), provided that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive's employment under this Agreement shall be automatically extended for one additional year unless either party provides written notice to the other party at least 180 days prior t...o the Initial Expiration Date (or any such anniversary, as applicable) that Executive's employment hereunder shall not be so extended (in which case Executive's employment and this Agreement shall terminate on the Initial Expiration Date or expiration of the extended term, as applicable); provided, however, that Executive's employment and this Agreement may be terminated at any time pursuant to the provisions of Section 4. The period of time from the Effective Date through the termination of this Agreement and Executive's employment hereunder pursuant to its terms is herein referred to as the "Term"; and the date on which the Term is scheduled to expire (i.e., the Initial Expiration Date or the scheduled expiration of the extended term, if applicable) is herein referred to as the "Expiration Date". (b) Executive agrees and acknowledges that the Company has no obligation to extend the Term or to continue Executive's employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached. Executive also agrees and acknowledges that, should Executive and the Company choose to continue Executive's employment for any period of time following the Expiration Date without extending the term of Executive's employment under this Agreement or entering into a new written employment agreement, Executive's employment with the Company shall be "at will", such that the Company may terminate Executive's employment at any time, with or without reason and with or without notice, and Executive may resign at any time, with or without reason and with or without notice. (c) For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below. "Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Company has any direct or indirect ownership interest shall be treated as an Affiliate of the Company. "Change in Control" has the meaning set forth in the Plan. "Control" (including, with correlative meanings, the terms "Controlled by" and "under common Control with"), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Governmental Entity" means any national, state, county, local, municipal or other government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality. "Person" means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, Governmental Entity, unincorporated entity or other entity. "Plan" means the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. View More
Term. (a) The term of Executive's employment under this Agreement shall be effective on July 1, 2020 the Closing (the "Effective Date"), and shall continue until June 30, 2023 the third (3rd) anniversary thereof (the "Initial Expiration Date"), provided that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive's employment under this Agreement shall be automatically extended for one additional year unless either party provides written not...ice to the other party at .at least 180 ninety (90) days prior to the Initial Expiration Date (or any such anniversary, as applicable) that Executive's employment hereunder shall not be so extended (in which case Executive's employment and this Agreement shall terminate on the Initial Expiration Date or expiration of the extended term, as applicable); provided, however, that Executive's employment and this Agreement may be terminated earlier at any time pursuant to the provisions of Section 4. 4; provided, further, that this Agreement shall be null and void ab initio and of no further force or effect if the Merger Agreement is terminated prior to the Closing or if the Closing does not occur. The period of time from the Effective Date through the termination of this Agreement and Executive's employment hereunder pursuant to its terms is herein referred to as the "Term"; and the date on which the Term is scheduled to expire (i.e., the Initial Expiration Date or the scheduled expiration of the extended term, if applicable) is herein referred to as the "Expiration Date". (b) Executive agrees and acknowledges that the Company has no obligation to extend the Term or to continue Executive's employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached. Executive Executive. also agrees and acknowledges that, should Executive and the Company choose to continue Executive's employment for any period of time following the Expiration Date without extending the term of Executive's employment under this Agreement or entering into a new written employment agreement, Executive's employment with the Company shall be "at will", such that the Company may terminate Executive's employment at any time, with or without reason and with or without notice, and Executive may resign at any time, with or without reason and with or without notice. (c) For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below. "Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Company has any direct or indirect ownership interest shall be treated as an Affiliate of the Company. "Change in Control" has the meaning set forth in the Plan. "Control" (including, with correlative meanings, the terms "Controlled by" and "under common Control with"), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Governmental Entity" means any national, state, county, local, municipal or other government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality. "Person" means any individual, firm, corporation, partnership, limited liability company, trust, joint join venture, association, Governmental Entity, unincorporated entity or other entity. "Plan" means the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. View More
Term. (a) The term of Executive's employment under this Agreement shall be effective commence on July December 1, 2020 2017 (the "Effective Date"), subject to Executive reporting to work on such date, and shall continue until June 30, 2023 December 31, 2020 (the "Initial Expiration Date"), provided that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive's employment under this Agreement shall be automatically extended for one additional... year unless either party provides written notice to the other party at least 180 days prior to the Initial Expiration Date (or any such anniversary, as applicable) that Executive's employment hereunder shall not be so extended (in which case Executive's employment and this Agreement shall terminate on the Initial Expiration Date or expiration of the extended term, as applicable); "Expiration Date"); provided, however, that Executive's employment and under this Agreement may be terminated at any time pursuant to the provisions of Section 4. The period of time from the Effective Date through the termination of this Agreement and Executive's employment hereunder pursuant to its terms is herein referred to as the "Term"; and "Term." If, prior to the date on which Expiration Date, the Term is scheduled Company delivers notice to expire (i.e., the Initial Expiration Date or the scheduled expiration Executive of the extended term, if applicable) is herein referred Company's intent to as negotiate the "Expiration Date". renewal of this Agreement, Executive agrees to negotiate with the Company on an exclusive, good-faith basis concerning such renewal until the thirty-day anniversary of Executive's receipt of such notice. (b) Executive agrees and acknowledges that the Company has no obligation to extend the Term or to continue Executive's employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached. Executive also agrees and acknowledges that, should Executive and the Company choose to continue Executive's employment for any period of time following the Expiration Date without extending the term of Executive's employment under this Agreement or entering into a new written employment agreement, Executive's employment with the Company shall be "at will", such that the Company may terminate Executive's employment at any time, with or without reason and with or without notice, and Executive may resign at any time, with or without reason and with or without notice. (c) For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below. "Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Company has any direct or indirect ownership interest shall be treated as an Affiliate of the Company. "Change in Control" has the meaning set forth in the Plan. "Control" (including, with correlative meanings, the terms "Controlled by" and "under common Control with"), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Governmental Entity" means any national, state, county, local, municipal or other government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality. "Person" means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, Governmental Entity, unincorporated entity or other entity. "Plan" means the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. View More
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