Basis for Termination Clause Samples
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Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated at any time prior to the Closing Date:
(a) by mutual consent in writing of the parties hereto;
(b) by either party if the transactions contemplated hereby have not closed by March 31, 2000; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated on or before such date;
(c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc;
(d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given;
(e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby;
(f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person ...
Basis for Termination. The Executive’s employment hereunder is “at-will” and may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement upon the death or Disability of the Executive, with or without Cause, and with or without Good Reason. Executive’s “at-will” status cannot be modified by oral agreement; any modification to this Agreement must be in writing.
Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events:
a. The employee shall continue be an executive and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreement;
b. Upon a determination by the majority of any future board members appointed over the course of time, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or
c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure th...
Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events:
a. Upon the death of Employee, effective immediately on the date of death without any notice;
b. Upon a determination by the President, acting in good faith and not in an arbitrary or capricious manner, but made in his or her sole discretion, that Employee has become physically or mentally incapacitated, as determined under the Company’s short-term disability policy, and is unable to perform his duties under this Agreement as a result of such disability, which inability continues for a period of sixty (60) days during any twelve-month period hereunder, effective upon the date said determination is communicated to Employee or such later date as specified by the President; or
c. Upon a determination by the President, acting in good faith but made in his or her sole discretion, that Employee: (i) failed to substantially perform Employee’s duties and responsibilities for the Company and/or committed a material violation of any Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, has the capacity to injure, the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached the terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges of, convicted of or pleaded guilty or no contest to a felony.
Basis for Termination. (1) Executive's employment hereunder may be terminated at any time by mutual agreement of the parties.
Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events:
a. Upon the death of Employee, effective immediately on the date of death without any notice;
b. Upon a determination by the Executive Chairman of the Board, acting in good faith and not in an arbitrary or capricious manner, but made in his sole discretion, that Employee is unable due to a physical or mental disability to perform the essential functions of his job, with or without a reasonable accommodation, which disability continues for a period of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated to Employee or such later date as specified by the Chairman of the Board of the Company; or
c. Upon a determination by the Executive Chairman of the Board of the Company, acting in good faith but made in his sole discretion, that Employee: (i) has failed to substantially perform his duties under or otherwise breached any of the material terms of this Agreement; (ii) has demonstrated negligence or willful misconduct in the execution of his duties; or (iii) has been convicted of a felony; in each case effective upon the date said determination is communicated to Employee or such later date as specified by the Executive Chairman of the Board of PPD.
Basis for Termination. This Agreement may be terminated at any time during the Sales Term:
(a) upon the mutual written agreement of the Parties;
(b) automatically upon the termination of the Stadium Use Agreement; or
(c) by the Authority, upon (i) the adjudication of TeamCo as bankrupt, or TeamCo suffering permanent or temporary court-appointed receivership of all or substantially all of its property or assets, making a general assignment for the benefit of creditors or suffering the filing of a voluntary or involuntary bankruptcy petition that is not dismissed within sixty (60) days after filing, in which case termination shall be effective thirty (30) days after notice is given of such intent to terminate; or (ii) the material breach of this Agreement by TeamCo, which failure is not cured within thirty (30) days after TeamCo receives notice of such breach from the Authority.
Basis for Termination. The contract of an employee may be terminated by the Board for gross inefficiency or immorality; for willful and persistent violations of reasonable regulations of the Board; or for other good and just causes (Section 3319.16, Ohio Revised Code).
Basis for Termination. 48 Section 11.2
Basis for Termination. NOTICE Boeing may, from time to time and at Boeing's sole discretion, terminate all or part of any Order issued hereunder, by written notice to Seller. Any such written notice of termination shall specify the effective date and the extent of any such termination.