Termination Contract Clauses (53,109)

Termination. This Agreement shall terminate at the close of business on the later of: (i) the fifth anniversary of the date hereof; or (ii) the Warrant Exercise Term. Notwithstanding the foregoing, the indemnification provisions of Section 6 shall survive such termination until the close of business on the eighth anniversary of the date hereof.

Termination. Either party has the right to terminate this Agreement upon thirty days written notice to the other party. Upon such termination, the Executive shall not be entitled to any further compensation set forth in Section 4 above. 5 9. Miscellaneous. (a) This Agreement shall be exclusively governed by, and construed and interpreted in accordance with, the laws of the State of Connecticut, without giving effect to its principles of conflicts of law. Each of the parties hereto submits to the exclusive... jurisdiction of the United States District Court in Fairfield County, Connecticut, or if such court lacks subject matter jurisdiction, to the jurisdiction of the highest Court of the State of Connecticut, County of Fairfield with respect to any dispute arising from the Executive's employment with the Company or to any matter of interpretation of this Agreement or the respective rights or obligations of each of the parties hereof (whether or not any such party is otherwise subject to the jurisdiction or venue of such Court). Each of the parties hereto specifically waives any objection which it may otherwise have to the jurisdiction or venue of any of such Courts or that such Courts are an inconvenient forum and acknowledges that service of process may be made by mailing a copy thereof in accordance with the provisions of this Agreement. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, legal representatives, successors and assigns. (c) This Agreement, and the Executive's rights and obligations hereunder, may not be assigned by the Executive. The Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business or assets or other Change of Control. (d) This Agreement cannot be amended orally, or by any course of conduct or dealing, but only by a written agreement signed by the parties hereto. (e) The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and such terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. (f) All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered personally or by an overnight courier service or sent by registered or certified mail, postage prepaid, return receipt requested, to the parties at the addresses set forth on the first page of this Agreement, and shall be deemed given when so delivered personally or by overnight courier, or, if mailed, five days after the date of deposit in the United States mails. Either party may designate another address, for receipt of notices hereunder by giving notice to the other party in accordance with this paragraph (f). (g) This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof. No representation, promise or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise or inducement not so set forth. (h) As used in this Agreement, "affiliate" of a specified Person shall mean and include any Person controlling, controlled by or under common control with the specified Person. (i) The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 6 (j) This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. View More

Termination. In the event the Closing has not been consummated on or before March 31, 2014 as a result of the failure of the Company to meet the conditions precedent set forth in Section 9, this Exchange Agreement may be terminated by the Company by written notice to the Holder, and the Company shall cause the Notes to be returned to the Holders within 10 business days of such written notice.

Termination. Upon termination of this Agreement with respect to any of the Managed Premises for any reason whatsoever, Managing Agent shall as soon as practicable turn over to Owners all books, papers, funds, records, keys and other items relating to the management and operation of such Managed Premises, including, without limitation, all leases in the possession of Managing Agent and shall render to Owners a final accounting with respect thereto through the date of termination. Owners shall be obligated to... pay all compensation for services rendered by Managing Agent hereunder prior and up to the effective time of such termination, including, without limitation, any Fees and Construction Supervision Fees, and shall pay and reimburse to Managing Agent all expenses and costs incurred by Managing Agent prior and up to the effective time of such termination which are otherwise payable or reimbursable to Managing Agent pursuant to the terms of this Agreement (collectively, "Accrued Fees"). The amount of such fees paid as compensation pursuant to the foregoing sentence shall be subject to adjustment in accordance with the annual reconciliation contemplated by Section 6(b) and consistent with past practices in performing such reconciliation. 6 A computation of all Accrued Fees and of the Termination Fee, if any, due upon termination shall be delivered by Managing Agent to the Company within thirty (30) days following the effective date of termination. The Accrued Fees and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be payable within ten (10) business days following the delivery to the Company of such computation. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the date of notice of a termination of this Agreement, Managing Agent shall cooperate with the Company and the Owners and use commercially reasonable efforts to facilitate the orderly transfer of management of the Managed Premises. In connection therewith Managing Agent shall assign to the Company, to one or more Owners, or to their designee(s), as directed by the Company, and the Company, such Owner(s) or their designee(s) shall assume, all contracts entered into by Managing Agent pursuant to this Agreement, but excluding all insurance contracts, and multi-property contracts not limited in scope to the Managed Premises and all contracts with affiliates of Managing Agent. Managing Agent shall also transfer to the Company all proprietary information with respect to the Company and/or the Owners. Additionally, the Company, one or more Owners, or their designee(s) shall have the right to offer employment to any employee of Managing Agent whom Managing Agent proposes to terminate in connection with a Covered Termination and Managing Agent shall cooperate with the Company, such Owners, or their designee(s) in connection therewith. View More

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. Notwithstanding the provisions of Paragraph 2, either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party. In the event of any termination of this Agreement, the Company shall be responsible for prompt payment of any portion of the compensation owed to Consultant under Paragraph 3 for any Services rendered prior to the effective date of such termination.

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... Company 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. 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... Termination 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... ninety (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

Termination. The Option shall terminate on the earliest to occur of either the Expiration Date set forth in paragraph 2 or any of the following: (a) in the event the employment of the Participant with the Company is terminated by reason of death, Disability (as defined in the Plan), or Retirement (as defined in the Plan), the Option shall vest 100% and be deemed exercisable in full as of such termination. The Option may be exercised at any time prior to the Expiration Date or within three years after such... date of termination, whichever period is the shorter. The favorable tax treatment prescribed under Section 422 of the Code for Incentive Stock Options shall not be available if the Option is not exercised within three months after the date of termination (or twelve months after the date of termination in the case of Disability if such Disability constitutes total and permanent disability as defined in Section 22(e)(3) of the Code). If the Option is not exercised within three months of termination due to Retirement, it shall be treated as a Nonstatutory (Nonqualified) Stock Option for the remainder of its allowable exercise period. (b) if the employment of the Participant shall terminate for any reason other than death, Disability or Retirement, or other than involuntarily for Cause, the Option shall terminate upon the expiration date of the Option or one month after such date of termination of employment, whichever first occurs; provided, however, that no further vesting shall occur after such date of termination and provided further that in the event such termination occurs after a Change-in-Control (as defined in Section 16(b) of the Plan), the rights under the Option shall terminate upon the expiration date of the Option or three years after such date of termination of employment, whichever first occurs. (c) if the Participant's Termination is for Cause, even if on the date of such Termination the Participant has met the definition of Retirement or Disability, then the Option shall terminate immediately. -7- 6. Transferability of the Option. Except as provided below, the Option (or any part thereof) may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. Further, the Option is exercisable during the Participant's lifetime only by Participant. As provided in Section 14 of the Plan, the Participant may name, from time to time, any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of Participant's death before Participant receives any or all of such benefit. Each designation will revoke all prior designations by the Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to his estate. View More