Termination Contract Clauses (53,121)

Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by CareTrust and the Operating Partnership prior to delivery of and payment for the Firm Shares or the Optional Shares, respectively, if, prior to that time, any of the events described in Sections 6(i) or 6(j) hereof shall have occurred or if the Underwriters shall decline to purchase such Shares for any reason permitted under this Agreement other than pursuant to Section 8. In... such case, CareTrust shall have no liability hereunder except as provided by Sections 5, 7 and 10 hereof. View More

Termination. (a) Notwithstanding Section 1 of this Agreement, the Company may terminate the consulting relationship for Cause (as defined below). No advance notice of termination need be provided by the Company in the event of a termination for Cause, other than associated with applicable "cure" periods. (b) For purposes of this Agreement: "Cause" will mean (i) the Moores' commission of a felony or other crime involving moral turpitude or any other act or omission involving misappropriation, fraud or breach... of fiduciary duty by the Moores, (ii) serious misconduct by the Moores with respect to the Company or any of its Affiliates in the performance of the Moores' duties hereunder, (iii) unsatisfactory performance which is not remedied by Consultant within 10 days after written notice thereof to Consultant, or (iv) any other material breach of this Agreement by Consultant which, if curable, is not cured within 10 days after written notice thereof to Consultant. View More

Termination. For purposes of this Section 4, "Termination Date" is the date the Participant's Employment is terminated under the circumstances set forth in (a) or (b) below. (a) Subject to the last sentence of this clause (a), in the event of the Participant's Disability or in the event that the Employment is terminated (i) by the Company without Cause; (ii) by the Participant for Good Reason; (iii) due to the Participant's death; or (iv) due to the Company's non-renewal of the Participant's Employment... Agreement, then (A) all of the Time-based (defined in the Vesting Schedule) RSUs that have not become vested as of the date of Disability or the Termination Date, as applicable, shall automatically vest, and (B) the Performance-based (defined in the Vesting Schedule) RSUs shall remain outstanding and capable of vesting in the normal course subject to actual performance, provided that the Performance-based RSUs shall be prorated based on a fraction, the numerator of which is the number of full months in the Performance Period (as defined in the Vesting Schedule) during which the Participant was employed by the Company and the denominator of which is 36. Any partial month shall count as a whole calendar month if the Participant was in the employ of the Company for at least 15 calendar days during the month. Any automatic or capability of vesting shall be conditioned on the Participant (or his or her heirs) executing a general release of claims related to or arising from Participant's Employment or Termination with the Company, in a form acceptable to the Company. (b) In the event the Employment is terminated (i) by the Company for Cause or (ii) by the Participant without Good Reason, all of the RSUs (both Time-based and Performance-based) that have not become vested as of the Termination Date shall automatically be forfeited. View More

Termination. 5.1 General. The Chairman's employment hereunder may be terminated earlier than as provided in Section 1 either (a) at the option of the Company at any time with or without Cause, by written notice to the Chairman, or (b) at the option of the Chairman for any or no reason, on thirty (30) days' prior written notice to the Company (which the Company may, in its sole discretion, make effective as a resignation earlier than the termination date provided in such notice). For the avoidance of doubt,... (i) if the Effective Date does not occur, this Agreement shall 6 automatically terminate and be of no further force or effect without any further action by the Company or the Chairman and (ii) Section 3.3 shall survive any termination of the Chairman's employment hereunder in accordance with their respective terms. 5.2 Resignation as Chairman. Upon any termination of the Chairman's employment, if the Chairman is not then otherwise entitled to designate a director to serve on the Board or any Subsidiary Board pursuant to a written agreement between the Chairman and the Company or any of its Affiliates, the Chairman shall be deemed to have resigned as a member of the Board and each Subsidiary Board, to the extent applicable. View More

Termination. Pursuant to Section 8.1(a) of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby (collectively, the "Transaction Documents"), are hereby terminated effective immediately on the date hereof (the "Termination Time") and, notwithstanding anything to the contrary in the Transaction Documents, including Section 8.2 of the Merger Agreement, the Transaction Documents are terminated in... their entirety and shall be of no further force or effect whatsoever (the "Termination"). View More

Termination. Notwithstanding any other term or provision herein, this Agreement and all rights granted hereunder may be terminated without cause at any time by either Party upon thirty (30) days prior written notice to the other Party. However, in the event of a material breach of this Agreement by SWP, MassRoots may terminate this Agreement immediately by mailing a written notice of termination to SWP. In the event of termination of this Agreement, all amounts due under the Agreement will become... immediately due. View More

Termination. This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, (c) written notice of termination of this Agreement by IMS Health to the Quintiles Shareholders (d) the entry into any amendment or modification of the Merger Agreement without the prior written consent of the Quintiles Shareholders or any waiver of any of Quintiles's rights under the Merger Agreement, in each case, which (i) results in a change... in the amount or form of the Merger Consideration, (ii) results in an extension of the Outside Date or (iii) is materially adverse to any of the Quintiles Shareholders and (e) the date on which the Quintiles Board effects a Quintiles Adverse Recommendation Change (such earliest date being referred to herein as the "Termination Date"); provided that the provisions set forth in this Section 4, Section 7 and Sections 11 to 29 shall survive the termination of this Agreement; provided further that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement. View More

Termination. (a) Types of Termination. This Agreement may be terminated: 1. By either Party on provision of seven (7) days written notice to the other Party. This shall include any delays to the timeline specified in Schedule A. (b) Responsibilities after Termination. Following the termination of this Agreement for any reason, the Company shall promptly pay the Developer according to the terms of Exhibit A for Services rendered before the effective date of the termination (the "Termination Date"). The... Developer acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement. All intellectual property developed pursuant to this Agreement before the Termination Date shall be delivered to the Company within one day of the Termination Date. RESPONSIBILITIES. (a) Of the Developer.The Developer agrees to do each of the following: 1. Create the Application System as detailed in Exhibit A to this Agreement, and extend its best efforts to ensure that the design and functionality of the Application System meets the Company's specifications. View More

Termination. (a) Termination of Agreement. This Agreement shall terminate upon the surrender, lapse or other termination of all of the Policies by the Board. (b) Termination of Coverage. Coverage under the Agreement (and all rights of the Insured and his beneficiary(ies)) will terminate if: (i) any regulatory agency requires the Bank to sever its relationship with the Insured, (ii) the Bank is subjected to any regulatory restrictions limiting its ability to pay such compensation to the Insured, (iii) upon... the occurrence of the bankruptcy, insolvency, receivership or dissolution of the Bank, (iv) termination of the Putnam County Savings Bank Supplemental Executive Retirement Plan ("SERP") before the Insured has any vested benefit under the SERP, or (v) upon termination of the Insured's employment for Cause (as defined in the SERP), regardless of whether the Insured has a vested benefit in the SERP, or (vii) as may otherwise be determined by the Board in good faith. View More

Termination. If any Pricing Agreement or Option shall be terminated pursuant to Section 8, the Company shall not then be under any liability to any Underwriter with respect to the Firm Securities or Optional Securities covered by such Pricing Agreement except as provided in Sections 5 and 7; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, other than the occurrence of an event described in Section 6(h)(i), (iii) or (iv), the Company will... reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Sections 5 and 7. View More