Grouped Into 396 Collections of Similar Clauses From Business Contracts
This page contains Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination. Executive's employment with the Company shall be at-will, and either party may terminate the employment at any time for any reason or no reason at all; provided, however, that under certain circumstances, the Executive may be entitled to receive payments and other benefits from the Company following termination as described in Section 9. Notwithstanding the foregoing, should the Executive voluntarily terminate this Agreement, Executive shall provide the Company with no less than 30 days' prior w...ritten notice, which notice period may be waived or shortened by the Company.View More
Termination. Executive's employment with the Company shall be at-will, and either party may terminate the employment at any time for any reason or no reason at all; provided, however, that under certain circumstances, the Executive may be entitled to receive payments and other benefits from the Company following termination as described in Section 9. Notwithstanding the foregoing, should the Executive voluntarily terminate this Agreement, his employment with the Company, Executive shall provide the Company w...ith no less than 30 days' prior written notice, which notice period may be waived or shortened by the Company. Upon termination of Executive's employment for any reason, "Term" shall refer to the period from the Effective Date until date of termination. View More
Termination. Employee's employment with Employer shall be terminable as follows: a. automatically upon Employee's death; b. by Employer, subject only to such notification requirements as are required by this Section 5b: (i) upon Employee's incapacitation by accident, sickness or other circumstance which renders Employee mentally or physically incapable of performing the duties and services required of Employee hereunder for a period of at least 180 days during any 12-month period; (ii) for "Cause," which for... purposes of this Agreement shall mean Employee has (A) engaged in gross negligence or willful misconduct in the performance of the duties required of Employee hereunder, (B) willfully engaged in conduct that Employee knows or, based on facts known to Employee, should know is materially injurious to Employer or any of its affiliates, (C) materially breached any provision of this Agreement (with the exception of Section 7(c), which is addressed in sub-section (F) below), (D) 3 been convicted of, or entered a plea bargain or settlement admitting guilt for, fraud, embezzlement, or any other felony under the laws of the United States or of any state or the District of Columbia or any other country or any jurisdiction of any other country (but specifically excluding felonies involving a traffic violation); (E) been the subject of any order, judicial or administrative, obtained or issued by the U.S. Securities and Exchange Commission ("SEC") or similar agency or tribunal of any country, for any securities violation involving insider trading, fraud, misappropriation, dishonesty or willful misconduct (including, for example, any such order consented to by Employee in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied); or (F) breached any provision of Section 7(c); or (iii) for any other reason whatsoever, upon 30 days written notice to Employee; and c. by Employee, subject only to such notification requirements as are required by this Section 5c: (i) for "Good Reason," which for purposes of this Agreement shall mean (A) a material breach of this Agreement by Employer, or (B) a significant, sustained reduction in or adverse modification of the nature and scope of Employee's authority, duties and privileges during the Term (whether or not accompanied by a change in title), but in each case only if such Good Reason has not been corrected or cured by Employer within 30 days after Employer has received written notice from Employee of Employee's intent to terminate Employee's employment for Good Reason and specifying in detail the basis for such termination; or (ii) for any other reason whatsoever, upon 30 days written notice to Employer.View More
Termination. Employee's employment with Employer shall be terminable as follows: a. automatically upon Employee's death; b. by Employer, subject only to such notification requirements as are required by this Section 5b: (i) upon Employee's incapacitation by accident, sickness or other circumstance which renders Employee mentally or physically incapable of performing the duties and services required of Employee hereunder for a period of at least 180 days during any 12-month period; (ii) for "Cause," which for... purposes of this Agreement shall mean Employee has (A) engaged in gross negligence or willful misconduct an "Expulsion for Cause" (as defined in the performance limited liability company agreement of TCG Holdings, L.L.C., dated October 1, 2007, that is in effect as of the duties required Effective Date) has occurred with respect to Employee in his capacity as a member of Employee hereunder, (B) willfully engaged in conduct that Employee knows or, based on facts known to Employee, should know is materially injurious to Employer or any of its affiliates, (C) materially breached any provision of this Agreement (with the exception of Section 7(c), which is addressed in sub-section (F) below), (D) 3 been convicted of, or entered a plea bargain or settlement admitting guilt for, fraud, embezzlement, or any other felony under the laws of the United States or of any state or the District of Columbia or any other country or any jurisdiction of any other country (but specifically excluding felonies involving a traffic violation); (E) been the subject of any order, judicial or administrative, obtained or issued by the U.S. Securities and Exchange Commission ("SEC") or similar agency or tribunal of any country, for any securities violation involving insider trading, fraud, misappropriation, dishonesty or willful misconduct (including, for example, any such order consented to by Employee in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied); or (F) breached any provision of Section 7(c); Carlyle Holdings Entities; or (iii) for any other reason whatsoever, upon 30 days written notice to Employee; and c. by Employee, subject only to such notification requirements as are required by this Section 5c: (i) for "Good Reason," which for purposes of this Agreement shall mean (A) a material breach of this Agreement by Employer, (B) a material breach by any of the Carlyle Holdings Entities or (B) their affiliates of a material duty or obligation owed to Employee in his capacity as a member of the Carlyle Holdings Entities, (C) a material breach by Carlyle of any of the Incentive Participation Agreements (as defined above in Section 4b), or (D) a significant, sustained reduction in or adverse modification of the nature and scope of Employee's authority, duties and privileges during the 4 Term (whether or not accompanied by a change in title), but in each case only if such Good Reason has not been corrected or cured by Employer or the Carlyle Holdings Entities or their affiliates within 30 days after Employer has received written notice from Employee of Employee's intent to terminate Employee's employment for Good Reason and specifying in detail the basis for such termination; or (ii) for any other reason whatsoever, upon 30 days written notice to Employer. View More
Termination. Employee's employment with the Employer (as defined under the Ascena Retail Group, Inc. Executive Severance Plan (the "Severance Plan")) [is] [was] terminated as of [ ], 20[ ] (the "Termination Date"). Employee acknowledges that the Termination Date [is] [was] the termination date of [his/her] employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Employer. Employee acknowledges and agrees that the Employer shall not have any obl...igation to rehire Employee, nor shall the Employer have any obligation to consider [him/her] for employment, after the Termination Date. All capitalized terms used herein, unless defined otherwise herein, shall have the meaning set forth in the Severance Plan.View More
Termination. Employee's employment with the Employer (as defined under the Ascena Retail Group, Inc. Del Frisco's Restaurant Group Executive Severance Plan (the "Severance Plan")) [is] [was] terminated as of [ ], [MONTH], 20[ ] (the "Termination Date"). Employee acknowledges that the Termination Date [is] [was] the termination date of [his/her] Employee's employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Employer. Employee acknowledges a...nd agrees that the Employer shall not have any obligation to rehire Employee, nor shall the Employer have any obligation to consider [him/her] Employee for employment, after the Termination Date. All capitalized terms used herein, unless defined otherwise herein, shall have the meaning set forth in the Severance Plan. View More
Termination. Subject to the provisions of Section 7, this Limited Guaranty shall terminate upon the Termination Date; provided, however, that Sections 2(b), 9, 18, 21 and 24 shall survive any such termination and this Limited Guaranty shall be reinstated upon any Obligations arising under the Loan Agreement, whether such Obligations arise prior to or upon or after the termination of such Loan Agreement.
Termination. Subject to the provisions of Section 7, 6, this Limited Guaranty shall terminate upon the Termination Date; provided, however, that Sections 2(b), 9, 18, 21 8, 17, 19 and 24 22 shall survive any such termination and this Limited Guaranty shall be reinstated upon any Obligations arising under the Loan Agreement, whether such Obligations arise prior to or upon or after the termination of such Loan Agreement.
Termination. This Agreement shall terminate upon the earlier of (i) the payment in full to Holder of the Forbearance Fee, plus all amounts owing thereon pursuant to the Note and Section 1 hereof, (ii) the occurrence of an Event of Default (other than in connection with the Forbearance Fee) and (iii) any repurchase of the Note pursuant to Section 2 of the Note; provided, that this Agreement shall only terminate with respect to the Note actually repurchased from the Holder pursuant to the terms of the Note (a ..."TERMINATION EVENT").View More
Termination. This Agreement shall terminate upon the earlier of (i) the payment in full to Holder of the Forbearance Fee, plus all amounts owing thereon pursuant to the Note and Section 1 hereof, (ii) the occurrence of an Event of Default (other than in connection with the Forbearance Fee) and (iii) any repurchase of the Note pursuant to Section 2 of the Note; Note: provided, that this Agreement shall only terminate with respect to the Note actually repurchased from the Holder pursuant to the terms of the No...te (a "TERMINATION EVENT"). View More
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. This Agreement shall terminate at the later of: (i) the close of business on the later of: (i) the fifth anniversary of the date hereof; hereof, or (ii) the Warrant Exercise Term. such longer term as provided at Section 17(b). 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. 4.1Death. 4.2Disability. 4.3Cause. 4.4Termination by Company without Cause or by the Executive for Good Reason. 4.5Termination by the Executive other than for Good Reason. 4.6Release. 4.7Section 409A. 4.7.1This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code," and such section, "Section 409A") with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties c...onsistent with such intent. 4.7.2To the extent the Executive would otherwise be entitled to any payment or benefit under this Agreement, or any plan or arrangement of the Company or its Affiliates, that constitutes a "deferral of compensation" subject to Section 409A and that, if paid during the six (6) months beginning on the date of termination of the Executive's employment, would be subject to the Section 409A additional tax because the Executive is a "specified employee" (within the meaning of Section 409A and as determined by the Company), the payment or benefit will be paid or provided to the Executive on the earlier of the first day following the six (6) month anniversary of the Executive's termination of employment or death. 4.7.3Any payment or benefit due upon a termination of the Executive's employment that represents a "deferral of compensation" within the meaning of Section 409A shall be paid or provided to the Executive only upon a "separation from service" as defined in Treas. Reg. § 1.409A-1(h). 4.7.4Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which the Executive's "separation from service" occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which the Executive's "separation from service" occurs.View More
Termination. 4.1Death. 4.2Disability. 4.3Cause. 4.4Termination 4.1 Death. 4.2 Disability. 4.4 Termination by Company without Cause or by the Executive for Good Reason. 4.5Termination by the Executive other than for Good Reason. 4.6Release. 4.7Section 4.6 Release. 4.7 Section 409A. 4.7.1This 4.7.1 This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code," and such section, "Section 409A") with respect to amounts, if any, subject thereto... and shall be interpreted and construed and shall be performed by the parties consistent with such intent. 4.7.2To the extent the Executive would otherwise be entitled to any payment or benefit under this Agreement, or any plan or arrangement of the Company or its Affiliates, that constitutes a "deferral of compensation" subject to Section 409A and that, if paid during the six (6) months beginning on the date of termination of the Executive's employment, would be subject to the Section 409A additional tax because the Executive is a "specified employee" (within the meaning of Section 409A and as determined by the Company), the payment or benefit will be paid or provided to the Executive on the earlier of the first day following the six (6) month anniversary of the Executive's termination of employment or death. 4.7.3Any 4.7.3 Any payment or benefit due upon a termination of the Executive's employment that represents a "deferral of compensation" within the meaning of Section 409A shall be paid or provided to the Executive only upon a "separation from service" as defined in Treas. Reg. § 1.409A-1(h). 4.7.4Notwithstanding 4.7.4 Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which the Executive's "separation from service" occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which the Executive's "separation from service" occurs. View More
Termination. 5.1 Termination for Cause. 5.2 Disability. 5.3 Death. 5.4 Termination Without Cause. 5.5Termination by Employee. 5.6Change in Control of the Corporation. 5.7 Resignation. 5.8 Survival.
Termination. 5.1 Termination for Cause. 5.2 Disability. 5.3 Death. 5.4 Termination Without Cause. 5.5Termination by Employee. Executive for Good Reason. 5.6Change in Control of the Corporation. Company. 5.7 Resignation. Release and Resignation Requirement. 5.8 Survival.
Termination. 7.2 Upon Disability. 7.3 By Company for Cause. 7.5 Definition of Good Reason. 7.6 By Executive without Cause. 7.7 Surrender of Records and Property. 7.8 Survival. 8.2 Remedies Company and Executive acknowledge that the service to be provided by Executive is of a special, unique, unusual, extraordinary and intellectual character, which gives it peculiar value the loss of which cannot be reasonably or adequately compensated in damages in an action at law. 8.3 No Waiver The failure by either party ...at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way affect the right to require such performance or compliance at any time thereafter. 8.4 Assignment. 8.5 Withholding All sums payable to Executive hereunder shall be subject to all federal, state, local and other withholding and similar taxes and payments required by applicable law to be withheld by Company. 8.6 Entire Agreement This Agreement (and the exhibit(s) hereto) constitutes the entire and only agreement and understanding between the parties relating to employment of Executive with Company and this Agreement supersedes and cancels any and all previous contracts, arrangements or understandings with respect to Executive's employment; except that the Executive Invention Assignment and Confidentiality Agreement shall remain as an independent contract and shall remain in full force and effect according to its terms. 8.7 Amendment This Agreement may be amended, modified, superseded, cancelled, renewed or extended only by an agreement in writing executed by both parties hereto. 8.10 Headings The headings contained in this Agreement are for reference purposes only and shall in no way affect the meaning or interpretation of this Agreement. 8.11 Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which, taken together, constitute one and the same agreement. 8.12 Governing Law.View More
Termination. 7.2 Upon Disability. 7.3 By Company for Cause. 7.5 Definition of 7.4 By Company without Cause; By Executive for Good Reason. 7.6 By Executive without Cause. 7.7 Surrender of Records and Property. 7.8 Survival. 8.2 Remedies Company and Executive acknowledge that the service to be provided by Executive is of a special, unique, unusual, extraordinary and intellectual character, which gives it peculiar value the loss of which cannot be reasonably or adequately compensated in damages in an action at ...law. 8.3 No Waiver The failure by either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way affect the right to require such performance or compliance at any time thereafter. 8.4 Assignment. 8.5 Withholding All sums payable to Executive hereunder shall be subject to all federal, state, local and other withholding and similar taxes and payments required by applicable law to be withheld by Company. 8.6 Entire Agreement This Agreement (and the exhibit(s) hereto) constitutes the entire and only agreement and understanding between the parties relating to employment of Executive with Company and this Agreement supersedes and cancels any and all previous contracts, arrangements or understandings with respect to Executive's employment; except that the Executive Invention Assignment and Confidentiality Agreement shall remain as an independent contract and shall remain in full force and effect according to its terms. 8.7 Amendment This Agreement may be amended, modified, superseded, cancelled, renewed or extended only by an agreement in writing executed by both parties hereto. 8.8 Notices All notices and other communications required or permitted under this Agreement shall be in writing and hand delivered, sent by telecopier, sent by certified first class mail, postage pre-paid, or sent by nationally recognized express courier service. 8.10 Headings The headings contained in this Agreement are for reference purposes only and shall in no way affect the meaning or interpretation of this Agreement. 8.11 Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which, taken together, constitute one and the same agreement. 8.12 Governing Law. 9.2 Personal Guarantees: The Company shall indemnify and hold harmless the Executive for any liability incurred by him/her by reason of his/her execution of any personal guarantee for the Company's benefit (including but not limited to personal guarantees in connection with office or equipment leases, commercial loans or promissory notes) 9.3 The indemnification provision of this Section 9 shall be in addition to any other liability the Company otherwise may have to the Executive to indemnify him for his conduct in connection with his efforts on the Company's behalf. View More
Termination. Either party may terminate the present employment relationship by giving one month's written notice. (b) Deemed Resignation. Upon termination of Executive's employment for any reason, Executive shall be deemed to have resigned from all offices and directorships, if any, then held with the Company or any of its affiliates, and, at the Company's request, Executive shall execute such documents as are necessary or desirable to effectuate such resignations.
Termination. Either party may terminate the present employment relationship by giving one month's thirty (30) days' written notice. 4 (b) Deemed Resignation. Upon termination of Executive's employment for any reason, Executive shall be deemed to have resigned from all offices and directorships, if any, then held with the Company or any of its affiliates, and, at the Company's request, Executive shall execute such documents as are necessary or desirable to effectuate such resignations.
