Failure to Extend Agreement Clause Samples

The "Failure to Extend Agreement" clause defines the consequences and procedures that apply if the parties do not agree to extend the duration of their contract beyond its original term. Typically, this clause outlines what happens to ongoing obligations, the winding down of services, or the return of property or confidential information if the agreement is not renewed. Its core practical function is to provide clarity and certainty for both parties regarding their rights and responsibilities at the end of the contract, thereby preventing disputes or confusion about what happens when the agreement expires without extension.
Failure to Extend Agreement. (a) Following December 31, 2005, if the Company terminates Executive's employment for any reason other than for cause, in which case Paragraph 6.2 (relating to termination for cause) shall apply, or if the Company and Executive, after good faith negotiations have not mutually agreed to the terms of, and entered into a new agreement prior to March 31, 2006, Executive's employment shall terminate on April 1, 2006. Upon the termination of Executive's employment pursuant to this section, the Company shall pay Executive severance consisting of: (i) Executive's then current annual base compensation; (ii) Executive's then current annual target Bonus; and (iii) Executive's then current Long Term Incentive Compensation target award. The severance shall be paid in 12 equal monthly installments following such termination. The Company shall also pay Executive within 30 days of his termination his (i) unpaid base salary and current year's target Bonus and long-term incentive compensation award, prorated to (1) the date of termination; (ii) any previous year's earned but not paid Bonus; and (iii) unpaid cash entitlements earned and accrued pursuant to the terms of the applicable Company plan or program prior to the date of termination. Executive shall be bound by the covenants set forth herein effective as of the termination date. In addition, Executive shall continue to participate in such health insurance plans in which he is enrolled throughout the term of the payments set forth in this Section 6.5(a), as if he were still employed by the Company, said participation to run concurrently with any period of COBRA coverage to which Executive may be entitled. (b) Notwithstanding the foregoing, if Executive's employment with the Company terminates following Executive's rejection of an offer by the Company to extend the period of the Agreement or to enter into a new Agreement on substantially the same terms as prior to termination, with compensation that is not less than Executive's yearly compensation prior to the termination or if Executive voluntarily resigns, then his employment shall be treated as having been terminated in accordance with Paragraph 6.4 (relating to voluntary resignation), and the sole payments to which he may be entitled shall be governed by said Paragraph. (c) During such period as the Executive shall continue to be employed by the Company between January 1, 2006 and April 1, 2006, he shall be paid under the same terms and at the same rate as was in ef...
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Failure to Extend Agreement. (a) In the event that the Savings Bank fails to renew the term of this Agreement (see Paragraph 1 above), and upon the subsequent termination of CEO's full-time employment hereunder by the Savings Bank for any reason other than disability or retirement, death or Termination for Cause as defined in Section 8.3 hereof, the Savings Bank shall pay CEO, as severance pay or liquidated damages, or both, a sum equal to the sum of (i) the Base Salary from the date of termination through the remaining term of the Agreement and (ii) the highest rate of bonus awarded to the CEO during the prior three years. At the election of the CEO, which election is to be made on an annual basis during the month of January, and which election is irrevocable for the year in which made and upon the occurrence of an Event of Termination, any payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the CEO's termination. In the event that no election is made, payment to the CEO will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the CEO obtains other employment following termination of employment. At the minimum, the Savings Bank shall pay CEO not less than the Base Salary for the period of one year. In addition, the provisions of Paragraphs 8.1.2 (c) and 8.1.2
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Failure to Extend Agreement. (a) Following December 31, 2005, if the Company terminates Executive’s employment for any reason other than for Cause (in the case of a termination for Cause, subsection 6.2 shall apply), or if the Company and Executive have not mutually agreed to the terms of, and entered into a new agreement prior to March 31, 2006, Executive’s employment shall terminate on April 1, 2006 and the Company’s obligations shall be the same as they would have been, and Executive shall receive the same payments and other benefits that he would have received, had the Company terminated his employment pursuant to subsection 6.3 (but not including any additional payment with respect to Stock Options pursuant to subsection 6.3(a)(iv)). (b) On or before December 31, 2005, the Company may offer to Executive in writing an extension of the period of Executive’s employment under this Agreement or a new Agreement in principle with Executive, in either case having a term of employment commencing January 1, 2006. If the Company does not make such written offer to Executive on or before December 31, 2005, then Executive’s employment shall terminate on December 31, 2005 and Executive shall receive all amounts and benefits set forth in subsection 6.5(a). If the Company makes such an offer by December 31, 2005, then Executive’s employment after December 31, 2005 shall constitute an employment at will from month to month and, during the period from January 1, 2006 to March 31, 2006, Executive shall receive: (i) a salary during such employment at the annual rate of 400% of his annual Base Compensation as of December 31, 2005; (ii) the terms of this Agreement that governed Executive’s benefits and perquisites prior to January 1, 2006 will continue to apply, and will be in addition to Executive’s salary specified in clause (i) above; and (iii) Executive shall be entitled to payment with respect to the annual Bonus for calendar year 2005, and Stock Option awards for the performance period ending December 31, 2005 to the extent provided by this Agreement and the Addendum, but Executive will not be entitled to an annual Bonus, or Stock Option awards or any other incentive compensation award for performance periods beginning after December 31, 2005.
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Failure to Extend Agreement. (a) Following December 31, 2008, if the Company fails to extend Executive's employment for any reason other than for Cause, in which case Paragraph 6.2 (relating to termination for Cause) shall apply, or if the Company and Executive, after good faith negotiations have not mutually agreed to the essential terms of, and entered into a new employment agreement prior to March 31, 2009, Executive's employment shall terminate on April 1, 2009. Upon the termination of Executive's employment pursuant to this Section, the Company shall pay Executive severance consisting of the sum of: (i) Executive's then current annual Base Compensation;
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Failure to Extend Agreement. The Company gives notice of its intent not to extend the Change of Control Period as provided in Section 1(b) hereof.
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Failure to Extend Agreement 
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Related to Failure to Extend Agreement

  • Renewal, Extension The renewal or extension of any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

  • FAILURE TO HONOUR SETTLEMENT AGREEMENT If this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the Terms of Settlement set out herein, Staff reserves the right to bring proceedings under section 24.3 of the By-laws of the MFDA against the Respondent based on, but not limited to, the facts set out in Part IV of the Settlement Agreement, as well as the breach of the Settlement Agreement. If such additional enforcement action is taken, the Respondent agrees that the proceeding(s) may be heard and determined by a hearing panel comprised of all or some of the same members of the hearing panel that accepted the Settlement Agreement, if available.

  • Modification, Extension and Renewal of Options The Board or a duly appointed committee thereof, may modify, extend or renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Code and applicable securities laws. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Recipient, alter to the Recipient’s detriment or impair any rights of Recipient hereunder.

  • Option to Extend Lease Term Landlord hereby grants to Tenant an option to extend the Lease Term for either a) a one (1) year period; b) a two (2) year period; or c) a three (3) year period (“Option Period”), on the following terms and conditions: A. Tenant must give Landlord notice in writing of its exercise of the option in question, and the length of the Option Period, no earlier than 270 days before the date the Lease Term would end, but for the exercise of the said option, and no later than 180 days before the date the Lease Term would end, but for the exercise of the said option. B. Tenant may not extend the Lease Term pursuant to any option granted by this paragraph if Tenant is in Default beyond any applicable notice and cure period as of the date of exercise of the option, or as of the date this Lease would have been terminated but for said exercise. C. All terms, covenants and conditions of this Lease shall apply during the option period, except that the Base Monthly Rent for the Option Period shall be determined as provided in section D below. D. The Base Monthly Rent for the Option Period shall be the greater of: (i) the Base Monthly Rent payable for the last month of the Premises Lease Term, or (ii) ninety-five (95%) percent of the then fair market monthly rent determined as of the commencement of the Option Period, based upon a lease for premises of like size, quality and location in the Menlo Park area. If the parties are unable to agree upon the fair market monthly rent for the Premises for the Option Period within 30 days from Tenant’s delivery of notice of exercise of the option, then the fair market monthly rent shall be determined by appraisal conducted pursuant to subsection E of this paragraph. E. In the event it becomes necessary to determine by appraisal the fair market rent of the Premises for the purpose of establishing the Base Monthly Rent during the Option Period, then such fair market monthly rent shall be determined by three real estate appraisers, all of whom shall be members of the American Institute of Real Estate Appraisers, with not less than five years’ experience appraising real property (other than residential or agricultural property) located in San Mateo County, California, in accordance with the following procedures: (i) The party demanding an appraisal (the “Notifying Party”) shall notify the other party (the “Non-Notifying Party”) thereof by delivering a written demand for appraisal, which demand, to be effective, must give the name, address, and qualifications of an appraiser selected by the Notifying Party. Within 10 days of receipt of said demand, the Non-Notifying Party shall select its appraiser and notify the Notifying Party, in writing, of the name, address, and qualifications of an appraiser selected by it. Failure by the Non-Notifying Party to select a qualified appraiser within said 10 business day period shall be deemed a waiver of its right to select a second appraiser on its own behalf; and the Notifying Party shall select a second appraiser on behalf of the Non-Notifying Party within five days after the expiration of said 10 business day period. Within 10 business days from the date the second appraiser shall have been appointed, the two appraisers so selected shall appoint a third appraiser. If the two appraisers fail to select a third qualified appraiser, the third appraiser shall be selected by the American Arbitration Association or if it shall refuse to perform this function, then at the request of either Landlord or Tenant, such third appraiser shall be promptly appointed by the American Arbitration Association or, if it shall refuse to perform this function then, at the request of either Landlord or Tenant, such third appraiser shall be promptly appointed by the then Presiding Judge of the Superior Court of the State of California, County of San Mateo. (ii) The three appraisers so selected shall meet in Menlo Park, California, not later than 20 days following the selection of the third appraiser. At said meeting the appraisers so selected shall attempt to determine the fair market monthly rent of the Premises for the Option Period. (iii) If the appraisers so selected are unable to complete their determinations in one meeting, they may continue to consult at such times as they deem necessary for a 15 day period from the date of the first meeting, in an attempt to have at least two of them agree. If, at the initial meeting or at any time during said 15 day period, two or more of the appraisers so selected agree on the fair market rent of the Leased Premises, such agreement shall be determinative and binding on the parties hereto, and the agreeing appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notify both Landlord and Tenant of the amount set by such agreement. (iv) If two or more appraisers do not so agree within said 15 day period, then each appraiser shall, within five days after the expiration of said 15 day period, submit his independent appraisal in simple letter form to Landlord and Tenant stating his determination of the fair market rent of the Premises for the Option Period. The parties shall then determine the fair market rent for the Premises by determining the average of the fair market rent set by each of the appraisers. However, if the lowest appraisal is less than eighty-five percent (85%) of the middle appraisal then such lowest appraisal shall be disregarded and/or if the highest appraisal is greater than one hundred fifteen percent (115%) of the middle appraisal then such highest appraisal shall be disregarded. If the fair market rent set by any appraisal is so disregarded, then the average shall be determined by computing the average set by the other appraisals that have not been disregarded. (v) Nothing contained herein shall prevent Landlord and Tenant from jointly selecting a single appraiser to determine the fair market rent of the Premises, in which event the determination of such appraisal shall be conclusively deemed the fair market rent of the Premises. (vi) Each party shall bear the fees and expenses of the appraiser selected by or for it, and the fees and expenses of the third appraiser (or the joint appraiser if one joint appraiser if one joint appraiser is used) shall be borne fifty percent (50%) by Landlord and fifty percent (50%) by Tenant. F. The option rights of Tenant under the within article 20 of this Lease, and the extended term thereunder, are granted solely and exclusively for Tenants’ personal benefit and may not be assigned or transferred by Tenant other than as part of a Voluntary Permitted Transfer. G. The Base Monthly Rent for the remainder of the Option Period, if any, shall be adjusted by annual CPI increases.

  • Failure to Provide Notice of Expiry If the HSP fails to provide the required 6 months’ Notice that it intends to allow this Agreement to expire, or fails to provide a Transition Plan along with any such Notice, this Agreement shall automatically be extended and the HSP will continue to provide the Services under this Agreement for so long as the Funder may reasonably require to enable all clients of the HSP to transition to new service providers.