Termination Contract Clauses (20,323)

Termination. This Agreement shall be in effect on the date hereof and shall continue until such time as JONES and the Company may mutually agree. The provisions of Sections 5 and 8 and otherwise as the context so requires shall survive the termination of this Agreement. But not longer than December 31, 2014, unless mutually agreed to by a written extension.

Termination. The Board reserves the right to terminate this Plan at any time and at such times that the Board reasonably determines in its discretion is appropriate and conforms to the requirements of Code section 409A, to pay all Participants their accrued benefits in a lump sum or to make other provisions for the payment of benefits (e.g. purchase of annuities) immediately following such termination or at such time thereafter as the Board may determine.

Termination. Employee's employment hereunder may be terminated at any time, with or without Cause, and without providing a reason for such termination. This Agreement shall terminate upon termination of Employee's employment, except that the provisions of Sections 8 and 9 below shall survive any termination of this Agreement. The provisions of the Invention, Non-Disclosure and Non-Competition Agreement shall survive termination of this Agreement.

Termination. This Agreement and each Proxy, and all rights and obligations of the parties hereunder and thereunder, shall terminate, shall be null and void and shall have no further force or effect from and after the Expiration Date, and upon such termination no party hereto shall have any further obligations or liabilities under this Agreement. Notwithstanding the foregoing, nothing set forth in this Section 14 shall relieve any party hereto from liability, or otherwise limit the liability of any party here...to, for any breach of this Agreement prior to such termination. This Section 14, Section 1, Section 10 and Section 17 (as applicable) shall survive any termination of this Agreement. If for any reason the Merger contemplated by the Merger Agreement fails to occur but the Contribution Closing has already taken place, then Parent shall promptly return the Share Documents to the Stockholders at their respective addresses set forth on Schedule A and take all such actions as are necessary to restore each such Stockholder to the position he, she, or it was in with respect to ownership of the Shares prior to the Contribution Closing. 15. Survival of Representations and Warranties. All representations and warranties of the Stockholders or by or on behalf of Parent in connection with the transactions contemplated by this Agreement contained herein shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of Parent or the Stockholders, and the issuance of the Parent Interests. View More

Termination. Unless earlier terminated in accordance with this paragraph 7, this Agreement shall continue indefinitely. AIG shall have the absolute right to terminate this Agreement upon thirty (30) days' prior written notice to the Company, which notice shall state the effective date of termination (the "Termination Date"); provided, however, that AIG agrees not to terminate this Agreement unless (a) AIG significantly modifies the 3 corporate structure or ownership of the Company, or (b) AIG sells the Compa...ny to an acquirer, in each case, (i) having a rating from at least one of S&P, Moody's, A.M. Best or a substitute agency, which is a nationally recognized statistical rating organization, that is at least equal to the lower of (x) AIG's then-current rating from such agency or (y) the Company's then-current rating as supported by this Agreement from such agency; or (ii) such that, immediately on the effective date of the modification of corporate structure or sale by AIG of the Company, the Company's capitalization is consistent with the minimum capital adequacy standards and criteria of at least one of S&P, Moody's, A.M. Best or a substitute agency, which is a nationally recognized statistical rating organization, for a rating that is equal to or better than the Company's then-current rating on the date immediately preceding such modification of corporate structure or sale. To the extent not terminated previously by AIG pursuant to the foregoing, this Agreement will terminate automatically one year after the closing of any sale of the Company by AIG, and all provisions hereof will be of no further force and effect. For the avoidance of doubt, the termination of this Agreement pursuant to this paragraph 7 shall not relieve either party of any obligation it may owe to the other party hereunder that existed prior to, and remains outstanding as of, the Termination Date. View More

Termination. (i) In the event of a Participant's Termination by the Company or by the Participant, all unvested RSUs shall (except as otherwise provided in the Plan or herein), be forfeited to the Company forthwith, and all the rights of the Participant to such RSUs shall immediately terminate and the Committee shall settle, in Shares, the value of any vested RSUs (based on the then Fair Market Value of Shares deemed allocated to such vested RSUs on the date of such Termination, as soon as practicable therea...fter. (ii) In the event of a Participant's Termination due solely to death or Disability while any RSUs granted hereunder remain unvested, the RSUs that are unvested shall accelerate as follows: (a) if such Termination occurs during the Performance Period and before the conclusion of the Performance Period, then the RSUs will fully accelerate based on the target performance achievement; and (b) if such Termination occurs after the conclusion of the Performance Period but before the award for the Performance Period has been paid, then the RSUs will fully accelerate based upon the actual performance achievement. (iii) In case of any dispute as to whether Termination has occurred, the Committee shall have sole discretion to determine whether such Termination has occurred and the effective date of such Termination. View More

Termination. (a) Unless sooner terminated by Lender as a result of the occurrence of an Event of Default, Borrower's eligibility to request loans hereunder shall commence on the date hereof and shall continue for a period through and including the second anniversary date of this Agreement (the "Term"). If Borrower desires to terminate this Agreement prior to the end of the Term, Borrower shall give at least sixty (60) days prior written notice to Lender of Borrower's intention to do so and shall pay to Lende...r the termination charge set forth in Section 21(b) below. Borrower's eligibility to request loans may be extended after the Term (and after any Renewal Term, as defined below) only with the express written consent of both Borrower and Lender. Any such extension (and any further extension) shall be made only with the express written consent of both Borrower and Lender (each being a "Renewal Term"). At the end of the Term (or at the end of a Renewal Term, if applicable), unless extended as set forth herein, Borrower shall pay the entire balance of the loans and all other outstanding Obligations. Further, upon termination of this Agreement, all of the rights, interests and remedies of Lender and Obligations of Borrower shall survive and Borrower shall have no right to receive, and Lender shall have no obligation to make, any further loans. Upon full, final and indefeasible payment of the Obligations to Lender, all rights and remedies of Borrower and Lender hereunder shall cease, so long as any payment so made to Lender and applied to the Obligations is not thereafter recovered from or repaid by Lender in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, whereupon this Agreement shall be automatically reinstated without any further action by Borrower and Lender and shall continue to be fully applicable to such Obligations to the same extent as though the payment so recovered or repaid had never been originally made on such Obligations. -29- (d) If this Agreement is terminated by the Lender following the occurrence of an Event of Default that begins prior to the second anniversary date of this Agreement, or if the Borrower requests that the Lender terminate on a date prior to the second anniversary date of this Agreement, then the Borrower shall pay to the Lender a termination fee in an amount equal to Seventy Thousand ($70,000.00) Dollars. The foregoing notwithstanding, a termination charge will not be charged to the Borrower if this Agreement is terminated by the Borrower after thirteen (13) months from the date hereof and the Obligations paid with the proceeds of a loan from Community Trust Bank. (e) In the event that Borrower desires to terminate this Agreement prior to the end of the Term (or any Renewal Term, if applicable) and fails to deliver to Lender the sixty (60) day notice required pursuant to Section 21(a) above, Borrower may nevertheless terminate this Agreement and pay the Obligations in full if it (i) pays the termination charge set forth in Section 21(b) above, and (ii) pays additional interest for each day that the notice was short of the required sixty (60) day notice, which interest shall be in an amount that is equal to the Default Rate based on the greater of (i) Borrower's average borrowings under this Agreement for the two (2) month period prior to the date that Lender receives delivery of actual notice of Borrower's intention to terminate this Agreement, or (ii) the Minimum Loan Balance. (f) In the event that Lender continues to make loans hereunder after the Term or Renewal Term, as the case may be (the "Termination Date"), without a written extension of the Termination Date or after the occurrence of an Event of Default, all such loans: (i) shall be made in the sole and absolute discretion of Lender; and (ii) shall, together with all other Obligations, be payable thereafter ON DEMAND. View More

Termination. (a) Term. Unless terminated earlier, this Agreement shall expire on the expiration date of the last to expire of the Licensed Patents unless the Licensed Patents have been assigned to ZelleRx in accordance with Section 10 hereof. (b) Klingemann's Right to Terminate. Unless the Licensed Patents have been assigned to ZelleRx in accordance with Section 10 hereof, Klingemann shall have the right to terminate this Agreement as follows, in addition to all other available remedies: (i) If ZelleRx fails... to make any Royalty or other payment when due, this Agreement shall terminate effective sixty (60) days after Klingemann's written notice to ZelleRx to such effect, unless ZelleRx makes such payment within the sixty (60) days. (ii) If ZelleRx fails to observe any other material obligation of this Agreement, this Agreement shall terminate effective sixty (60) days after Klingemann's written notice to ZelleRx describing such failure, unless ZelleRx cures such failure within the sixty (60) days, or is diligently working to cure any such obligation that is not curable within sixty (60) days, as can be reasonably confirmed by an objective third party. -12- (iii) If ZelleRx shall have filed by or against it a petition under any bankruptcy or insolvency law and such petition is not dismissed within sixty (60) days of its filing, or if ZelleRx makes an assignment of all or substantially all of its assets for the benefit of its creditors Klingemann may terminate this Agreement by written notice effective as of the (i) date of filing by ZelleRx of any such petition, (ii) date of any such assignment to creditors, or (iii) end of the sixty (60) days if a petition is filed against it and not dismissed by such time, whichever is applicable. (iv) If ZelleRx shall be dissolved, liquidated or otherwise ceases to exist, other than for reasons specified in Paragraph 9. B. (3). above or upon completion of a merger or sale or transfer of assets or otherwise, with or to a successor, where the successor assumes the duties and obligations under this Agreement, this Agreement shall automatically terminate as of (i) the date articles of dissolution or a similar document is filed on behalf of ZelleRx with the appropriate government authority or (ii) the date of establishment of a liquidating trust or other arrangement for the winding up of the affairs of ZelleRx. (c) ZelleRx's Right to Terminate. Unless the Licensed Patents have been assigned to ZelleRx in accordance with Section 10 hereof, ZelleRx may terminate this Agreement at any time by giving Klingemann ninety (90) days prior written notice. (d) Survival. All causes of action accruing to either party under this Agreement shall survive termination for any reason, as well as ZelleRx's obligation to pay Royalties and Patent Costs accrued prior to the date of termination and which were not paid or payable before termination, along with the record keeping required by Paragraphs 3. F. and J. View More

Termination. If either Patty fails to comply with the provisions of this Agreement, and if such defaulting Party does not initiate and diligently pursue steps to correct the default within thirty (30) days after notice has been given to it by the non-defaulting Party specifying with particularity the nature of the default, then upon the expiration of the thirty (30) day period, the non-defaulting Patty may terminate this Agreement in its sole discretion by written notice to the defaulting Party. 16.1 Termina...tion by Coeur. Coeur may at any time terminate this Agreement, by giving sixty (60) days advance written notice to IDAH. View More

Termination. The unexercised portion of this Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following: (a) The Expiration Date; (b) The expiration of ninety (90) days from the date of termination of the Option Holder's employment with the Company or its parent or subsidiary corporations (other than a termination described in subparagraph (d) below or on account of death); provided that if the Option Holder shall die during such nin...ety (90) day period, the provisions of subparagraph (c) below shall apply; 3 (c) The expiration of one (1) year following the date of the Option Holder's death, if such death occurs during the Option Holder's employment with the Company or its parent or subsidiary corporations; (d) The expiration of one (1) year from the date of termination of the Option Holder's employment with the Company or its parent or subsidiary corporations if such termination is attributable to a disability of the Option Holder within the meaning of Section 22(e)(3) of the Code. The Board shall have the right to determine whether the Option Holder's termination is attributable to a disability of the Option Holder within the meaning of Section 22(e)(3) of the Code, such determination of the Board to be final and conclusive. (e) Immediately upon the termination of the Option Holder's employment with the Company or its parent or subsidiary corporations if such termination constitutes or is attributable to a breach by the Option Holder of his employment agreement, if any, with the Company or its parent or subsidiaries or if the Option Holder is discharged for cause. The Board shall have the right to determine whether the Option Holder has been discharged for cause and the date of such discharge; such determination of the Board to be final and conclusive. Nothing contained herein or in the Plan shall obligate the Company or its parent or subsidiary corporations to continue to employ the Option Holder as an employee or in any other capacity with the Company, nor confer upon the Option Holder any right to continue in the employ or in any other capacity with the Company or its parent or subsidiary corporations, nor limit in any way the right of the Company or its parent or subsidiary corporations to amend, modify or terminate his compensation or employment at any time. View More