Consideration for this Section Sample Clauses

Consideration for this Section. Executive acknowledges and agrees that: (i) the advance commitment of Company to provide the benefits afforded by this Agreement are over and above those otherwise afforded by Company policy, and in making its decision to offer Executive the benefits afforded by this Agreement and bind itself in advance to the obligations hereunder Company relied upon and was induced by the covenants made by Executive in this Section 5; (ii) in accepting the benefits evidenced by this Agreement Executive is receiving an asset of significant value, and Company’s entry into this Agreement and its incurrence of the related payment and other obligations hereunder are fair and adequate consideration for Executive’s obligations under this Section 5; (iii) Executive’s position with Company places Executive in a position of confidence and trust with the clients and employees of Company; (iv) Company’s business (including its acquisitive activity) is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area; (v) the course of Executive’s employment with Company necessarily requires the disclosure of confidential information and trade secrets related to Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies); (vi) Executive’s employment affords Executive the opportunity to develop a personal acquaintanceship and relationship with Company’s employees and clients, which in some cases may constitute Company’s primary or only contact with such employees and clients, and to develop a knowledge of those clients’ and employees’ affairs and requirements; (vii) Company’s relationships with its established clients and employees are placed in Executive’s hands in confidence and trust; (viii) it is reasonable and necessary for the protection of the goodwill and business of Company that Executive make the covenants contained in this Agreement; and (ix) Executive understands that the provisions of this Section 5 may limit Executive’s ability to earn a livelihood in a business similar or related to the business of Company, but nevertheless agrees and acknowled...
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Consideration for this Section. Executive acknowledges and agrees that: (i) the advance commitment of the Company to provide the benefits, including in particular and without limitation those obligations under Sections 4.4(b), 4.5(a)(ii), 4.6(c)(ii), 4.6(c)(iii), 4.6(c)(iv), 4.9(a)(iii), 4.9(a)(iv), 4.9(a)(v), and 4.12 afforded by this Agreement are over and above those otherwise afforded by Company policy, and in making its decision to offer Executive the benefits afforded by this agreement and bind itself in advance to the obligations hereunder the Company relied upon and was induced by the covenants made by Executive in this Section 5, (ii) in accepting the benefits evidenced by this Agreement Executive is receiving an asset of significant value, and Company’s entry into this Agreement and its incurrence of the related payment and other obligations hereunder are fair and adequate consideration for the Executive’s obligations under this Section 5, (iii) Executive’s position with the Company places Executive in a position of confidence and trust with the clients and employees of the Company, (iv) the Company’s business (including its acquisitive activity) is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area, (v) the course of Executive’s employment with the Company necessarily requires the disclosure of confidential information and trade secrets related to the Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies), (vi) Executive’s employment affords Executive the opportunity to develop a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those client’s and employee’s affairs and requirements, (vii) the Company’s relationships with its established clientele and employees are placed in Executive’s hands in confidence and trust, (viii) it is reasonable and necessary for the protection of the goodwill and business of the Company that Executive make the covenants contained in t...
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Related to Consideration for this Section

  • Termination for fault 19.3.1 The Commonwealth may terminate this Agreement by notice where the Grantee has: (a) failed to comply with an obligation under this Agreement and the Commonwealth believes that the non‐compliance is incapable of remedy or where clause 19.2.2(b) applies; (b) provided false or misleading statements in relation to the Grant; or (c) become bankrupt or insolvent, entered into a scheme of arrangement with creditors, or come under any form of external administration. 19.3.2 The Grantee agrees, on receipt of the notice of termination, to: (a) stop the performance of the Grantee’s obligations; (b) take all available steps to minimise loss resulting from the termination; and (c) report on, and return any part of the Grant to the Commonwealth, or otherwise deal with the Grant, as directed by the Commonwealth.

  • Termination for Non-Appropriation The continuation of this Contract beyond the current fiscal year is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by the City. The City may terminate this Contract, and Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the City’s funding from State and/or federal sources is not appropriated or is withdrawn, limited, or impaired.

  • Termination for Non-Allocation of Funds Renegotiate the Contract under the revised funding conditions; or

  • Termination for Cause by The District The District may immediately terminate this Agreement for cause for any of the following reasons: A. Contractor has breached the terms of this Agreement and has failed to cure the default within ten (10) days of the delivery of the written notice of default as provided in this Agreement; B. Contractor, or any of its directors, officers, employees, agents, subcontractors, or any other persons employed or utilized by the Contractor in the performance of this Agreement, have engaged in or expressed an intent to engage in conduct that the District considers to pose an undue risk of causing personal injury to any person or property damage to any property; C. Contractor, or any of its directors, officers, employees, agents, subcontractors, or any other persons employed or utilized by the Contractor in the performance of this Agreement, is charged with a federal, state, or local crime (even if the allegations are ultimately proven to be untrue) or is convicted of a federal, state, or local crime, other than a misdemeanor traffic violation; D. Contractor, or any of its directors, officers, employees, agents, subcontractors, or any other persons employed or utilized by the Contractor in the performance of this Agreement, is alleged to have committed professional malpractice or violated any professional code of conduct applicable to Contractor (even if the allegations are ultimately proven to be untrue) or has been determined by a court of law, professional association, or government agency, to have committed professional malpractice or violated a professional code of conduct applicable to Contractor; or E. Contractor, or any of its directors, officers, employees, agents, subcontractors, or any other persons employed or utilized by the Contractor in the performance of this Agreement, is alleged to have to have engaged in the sexual harassment or sexual abuse of any person or alleged to have violated any federal, state, or local employment laws (even if such allegations are ultimately proven to be untrue) or is determined by a court of law or government agency to have actually engaged in sexual harassment or sexual abuse or to have actually violated a federal, state, or local employment law. For the purposes of this Agreement, sexual harassment shall be defined as: “Unwelcome sexual advances, requests for sexual favors, and all other verbal or physical conduct of a sexual or otherwise offensive nature, especially when 1) submission to such conduct is made either explicitly or implicitly a term or condition of employment; 2) submission to or rejection of such conduct is used as the basis for decisions affecting an individual’s employment; or 3) such conduct has the purpose or effect of creating an intimidating, hostile, or offensive working environment.”

  • Cause and Voluntary Termination If, during the Employment Period, the Executive's employment shall be terminated for Cause or voluntarily terminated by the Executive (other than on account of Good Reason following a Change of Control), the Company shall pay the Executive (i) the Earned Salary in cash in a single lump sum as soon as practicable, but in no event more than 10 days, following the Date of Termination, and (ii) the Accrued Obligations in accordance with the terms of the applicable plan, program or arrangement.