Termination Contract Clauses (20,323)

Termination. (a) Except as set forth in Section 10(b) below, this Agreement may be terminated only by a written instrument that has been executed by each of the Holders and that has been approved by a majority of the members of the Board other than any of the Covered Holders who are members of the Board and executed on behalf of the Company. (b) This Agreement shall terminate, except for Sections 7 and 11 which shall survive such termination and other than with respect to any action or event occurring or ari...sing prior to such termination, at such time as the voting power of the shares of Class A Common Stock, Class B Common Stock and other outstanding equity securities of the Company collectively owned, beneficially and of record, by the Covered Holders would represent in the aggregate less than thirty four percent (34%) of the voting power of all of the outstanding equity securities of the Company (including such shares of Class A Common Stock and Class B Common Stock) entitled to vote generally in the election of directors at an annual meeting of the stockholders of the Company. View More

Termination. 5.1Termination by the Company. 5.2Termination by the Executive. 5.4Release; Exclusive Remedy. 5.5Certain Defined Terms. 5.6Notice of Termination. 5.7Section 409A. 5.8Possible Limitation of Benefits in Connection with a Change in Control.

Termination. At any time prior to the Effective Time, this Plan may be terminated and the transactions contemplated hereby may be abandoned by action of the Board of Directors of the Company if, in the opinion of the Board of Directors of the Company, such action would be in the best interests of the Company and its stockholders. In the event of termination of this Plan, this Plan shall become void and of no effect.

Termination. The Term and Executive's employment may be terminated upon the occurrence of any of the following events: A. By the Company, upon the death of Executive; B. By either party, upon the mental or physical disability of Executive which prevents him from performing substantially all of his duties hereunder for a period of ninety (90) consecutive days or one hundred twenty (120) days during any one year ("Disability"). C. By the Company for any of the following reasons ("For Cause"): 1. Executive's br...each of this Agreement which is not cured within ten (10) days of receipt of written notice to Executive specifying the breach; 2. Executive's dishonesty, fraud, malfeasance, gross negligence or misconduct which, in the reasonable judgment of the Chief Executive Officer of Bankrate Insurance, is, or is likely to, lead to material injury to the Company or the business reputation of the Company; 3. Executive's willful failure to comply with the direction (consistent with Executive's duties) of the Chief Executive Officer of Bankrate Insurance or to follow the policies, procedures, and rules of the Company; 4. Executive's negligent failure to comply with the direction (consistent with Executive's duties) of the Chief Executive Officer of Bankrate Insurance or to follow the policies, procedures, and rules of the Company which is not cured within ten (10) days of receipt of written notice; 5. Executive's conviction of, or Executive's entry of a plea of guilty or no contest to, a felony or crime involving moral turpitude; or D. By either party, upon two weeks written notice in their sole discretion other than pursuant to sub-section A, B or C above; however, the Company may elect upon such notice to require Executive to immediately cease coming to work and return any and all Company property. -4- E. "Without Cause" means any termination of employment by Company which is not defined in sub-section C above. View More

Termination. The Company and LT hereby agree that effective on the date hereof that the Purchase Agreement shall be terminated and be of no further force or effect. Section 2. Waiver and Release of Obligations. (a) UTP agrees that any and all obligations of the Company under the Purchase Agreement is hereby waived and terminated and of no further effect. (b) Upon the execution of this Agreement, UTP and its assigns, successors, subsidiaries, affiliates, owners, members, predecessors, agents, representatives,... officers, directors, and employees forever mutually release and discharge the Company's assigns, successors, subsidiaries, affiliates, owners, shareholders, predecessors, agents, representatives, officers, directors, and employees from any and all causes of action, actions, judgments, liens, damages, losses, claims, liabilities, and demands whatsoever, whether known or unknown, which each other had, now has, or hereafter can, shall, or may have, however arising, including by reason of any duty, breach, act, omission, condition or occurrence through and including the date of this Agreement and/or by reason of any fact, act, matter, cause or thing of any kind whatsoever. Section 3. Miscellaneous. (c) Expenses. Each party shall bear its own costs and expenses, including legal fees, incurred or sustained in connection with the preparation of this Agreement and related matters. (d) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and UTP. (e) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement. (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties. (g) Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. (h) Governing Law. This Agreement shall be enforced, governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be preformed entirely with such State, without regard to the principles of conflict of laws. (i) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. (j) Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof. View More

Termination. (a) This Agreement shall terminate upon the following events: (i) the mutual written agreement of the Parties; (ii) by either party hereto proving written notice of termination without cause no less than sixty (60) calendar days in advance of the effective date of termination. (iii) as provided in Section 2; or (iv) as provided in Sections 10 and/or 11.

Termination. By the Provider. The Provider may, at its sole option, terminate this Agreement by giving written notice of termination to the Recipient at least ninety (90) days prior to the date of such termination, but only in the event of occurrence of one or more of the following events: a) If by reason of any applicable legislation or act of the governments of the countries of either Party, the performance of any material obligations under this Agreement, the Services hereunder or the remittance of any mo...ney payable hereunder is prohibited; or b) If for any reason other than the default of the Provider, the Recipient fails or is unable to perform any of its material obligations under this Agreement, and such default continues for ninety (90) days or more after written demand for performance given to the Recipient by a person authorized to give such demand by the Board of Directors of the Provider. 6.2. By the Recipient. The Recipient may, at its option, by resolution of its Board of Directors, terminate this Agreement in the event that the Provider fails to perform any of its material obligations hereunder and such default continues for a period of ninety (90) days after written demand for performance given to the Provider by a person authorized to give such demand by the Board of Directors of the Recipient. Should the Recipient initiate termination, all Shares shall be deemed fully earned by the Provider with no revocation or cancellation rights in regards to the Shares. 1800 Wyoming Avenue, NW 3rd Floor Washington, DC 20009 USA 8. Independent Contractors This Agreement does not create a principal or agent, employer or employee partnership, joint venture, or any other relationship except that of independent contractors between the Parties. Nothing contained herein shall be construed to create or imply a joint venture, principal and agent, employer or employee, partnership, or any other relationship except that of independent contractors between the Parties, and neither Party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with the performance hereunder. Electronic and/or digital communications and signatures are expressly permitted. View More

Termination. 5.1 Termination Due to Death or Disability. 5.1.1 Death. 5.1.2 Disability. 5.3 Notice of Termination. 5.4 Payment.

Termination. 4.1 General. 4.2 Death or Disability of the Employee. 4.3 Termination by the Company Without Cause. 4.4 Termination by the Employee for Good Reason. 4.5 Severance Benefit Payments. 4.6 Termination by the Company For Cause. 4.7 Termination by the Employee Without Good Reason. 4.8 Section 409A of the Code. 4.9 Resignation from Officer and Director Positions.

Termination. (a) This Agreement may be terminated in the sole discretion of the Representatives by notice to the Company given prior to the Closing Date in the event that any Issuer shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the Closing Date: (i) since the date of this Agreement, Parent, the Company or any of the Subsidiaries shall have sustained any loss or interf...erence with respect to its businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; (ii) trading in the Parent's common stock or in securities generally on the New York Stock Exchange or the Nasdaq National Market shall have been suspended or materially limited or minimum or maximum prices shall have been established on any such exchange or market; (iii) a banking moratorium shall have been declared by New York or United States authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) there shall have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, or (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States or any other national or international calamity or emergency, or (C) any material adverse change in the financial markets of the United States which, in the case of (A), (B) or (C) above and in the sole judgment of the Underwriters, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Notes as contemplated by each of the Registration Statement, the Time of Sale Information and the Prospectus; or 18 (v) any securities of the Company shall have been downgraded or placed on any "watch list" for possible downgrading by Moody's Investors Service, Inc. or Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc. (b) Termination of this Agreement pursuant to this Section 11 shall be without liability of any party to any other party except as provided in Section 10 hereof. View More