Termination 11 Sample Clauses

The 'TERMINATION 11' clause defines the conditions and procedures under which a contract may be ended by either party. Typically, this clause outlines specific events or breaches that can trigger termination, such as failure to perform obligations, insolvency, or mutual agreement, and may require written notice before termination becomes effective. Its core practical function is to provide a clear and structured process for ending the contractual relationship, thereby reducing uncertainty and protecting the interests of both parties in the event that continuation of the agreement is no longer viable.
Termination 11. 1 Each of the parties may terminate the employment relationship for the reasons and following the procedures set forth in statutory provisions and in the applicable law. 11.2 Employment may be terminated by either party as of the end of the month, with a notice period of six months. Notice must in any case be given in writing. 11.3 After termination of the employment relationship you are bound by the restrictions as set out by law or in this employment agreement, your duty of confidentiality according to clause 7.2 of this agreement persist without limitation during the notice period as well as for the time after termination of this employment relationship. 11.4 Upon termination of your employment relationship, irrespective of the reason thereto, you shall be obliged to return all material and property belonging to the Company. 11.5 Upon termination of your employment relationship, irrespective of the reason thereto, you shall be entitled to (a) all accrued but unpaid Base Salary and benefits up to and including the date of termination, or, in the case of your death, accrued to the last day of the month in which the death occurs, (b) exercise your vested options to purchase ordinary shares of the Company in accordance with the terms set forth herein, except in the case of your death or disability, in which case you or your estate, as applicable, shall have the right to exercise all vested options, at a minimum, during the one year period from the date of death or disability, and (c) any payment owed or due to you, but not yet paid, pursuant to your Bonus. 11.6 Where a Change In Control occurs (as defined below) and/or your employment is terminated by the Company without Cause (as defined below) or you resign within 24 months of the date of the Change In Control and/or for Good Reason (as defined below), you will be entitled to receive, severance pay equal to (a) an amount equal to the aggregate of (i) 2.0 times your annual Base Salary in effect at such time of termination, (ii) 2.0 times the greater of the average of the Bonuses received in the last 3 years of employment or the targeted Bonus for the year in which you are terminated or resign and (iii) the prorated targeted Bonus for the year in which you are terminated or resign as accrued in the course of the year of termination or resignation. In addition, in such a situation, all your unvested stock options will become fully vested and exercisable of the date of termination or resignation of employment...
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Termination 11. 2.1 Failure to Fulfill Obligations or to Obtain or Maintain PL This Agreement may be terminated with three (3) months written notice forthwith by either party if the other party fails to fulfill any of its obligations under this Agreement and such default is not remedied within thirty (30) days of the date on which a written notice thereof has been dispatched to the defaulting party or if the Distributor fails to obtain or maintain the PL as set forth in Article 6, Medical Registration, unless such failure is attributable to the Company 11.
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Termination 11. 5. Kündigung 11.5.1. Either party may without any liability give notice in writing to the other terminating the Agreement with immediate effect if: 11.5.1. Jede Partei kann, ohne damit eine eigene Haftung zu begründen, durch schriftliche Mitteilung an die andere Partei den Vertrag mit sofortiger Wirkung kündigen, wenn: a) the other party commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of twenty (20) business days of being notified in writing to do so; a) die andere Partei einen wesentlichen Vertragsverstoß begeht und (sofern behebbar) eine Abhilfe nicht binnen zwanzig (20) Werktagen ab Aufforderung zur Abhilfe erfolgt ist; b) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; b) die andere Partei wiederholt gegen Regelungen des Vertrages verstößt in einer Weise, die die Annahme rechtfertigt, dass das Verhalten mit der Absicht oder der Fähigkeit, die Bestimmungen des Vertrages zu befolgen, nicht in Einklang zu bringen ist; c) a petition is filed, a notice is given, a resolution is passed, or an order is made for the winding up or bankruptcy of the other party; or c) zum Zwecke der Abwicklung oder Insolvenz der anderen Partei ein Antrag eingereicht wurde, eine Bekanntmachung erfolgt ist, ein Beschluss erlassen wurde; oder d) the other party suspends or ceases, or threatens to suspend or cease, performing all or a substantial part of its business. d) die Partei die Durchführung ihrer Geschäftstätigkeit oder wesentlicher Teile davon aussetzt, beendet oder eine Aussetzung oder Beendigung droht. 11.5.2. Furthermore, the Buyer may without any liability give notice in writing to the Supplier terminating the Agreement with immediate effect if: 11.5.
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Termination 11. 1 11.2 If this Agreement is terminated prior to completion of the Initial Term for any reason other than due to Neopost’s default, Customer shall, within ten (10) days of the effective date of termination, pay Neopost a termination charge (which Customer hereby acknowledges as liquidated damages reflecting a reasonable measure of actual damages and not a penalty) equal to one hundred percent (100%) of the total Monthly Minimum Volume Fees that would have been paid by Customer had the Neotouch Service been provided for the remaining duration of the Initial Term. 11.3 If a Party commits a default other than a Payment Default as described in section 3.3 and fails to cure such default within thirty (30) calendar days from receipt of a written notice of default, the other Party will be entitled, at its election, to exercise any one or more of the following remedies, then or at any time thereafter: (i) to pursue any remedy available at law or in equity, (ii) to terminate this Agreement; and (iii) to suspend the Agreement until such default is remedied. Customer shall have seven (7) calendar days to cure a Payment Default as defined in under section 3.3. 11.4 Either Party may terminate this Agreement and all Exhibits in the event that the other Party; (i) terminates or suspends its business, (ii) becomes subject to any bankruptcy or insolvency proceeding under the laws of any jurisdiction;
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Termination 11. 1 Any party may forthwith terminate this AGREEMENT by notice to such effect to the other parties if any other party commits a breach of term and condition contained in this AGREEMENT and fails to remedy the same within thirty (30) days after notice from the party(ies) not in breach setting out the nature of such breach and demanding that the same be remedied, provided however, any breach which may be cured by the payment of money must be cured within ten (10) days after such notice from the other party. 11.2 Any party may forthwith terminate this AGREEMENT by notice to such effect to the other parties if bankruptcy, insolvency, or reorganization proceedings, or any other proceedings analogous in nature or effect, are instituted by or against any other party and is not dismissed within ninety (90) days or if either party is dissolved or liquidated, whether voluntarily or involuntarily, a receiver or trustee is appointed for all or a substantial part of the assets of any other party or any other party make an assignment for the benefit of creditors.
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Termination 11. 1 This Agreement may be terminated by either Party: (a) Upon thirty (30) days’ written notice if the other Party breaches any material term and fails to cure within such period; (b) Immediately upon insolvency or bankruptcy of the other Party.
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Termination 11. 1 Termination Events This Agreement may be terminated with immediate effect at any time prior to or on the Closing Date with effect for all Parties (a) by mutual written consent of the Purchaser and the Sellers; or (b) by any Party (except, in case of a termination by Purchaser, if the Closing Condition is not satisfied due to the failure of Purchaser to comply fully with its obligations under this Agreement) by written notice to the other Parties if the Closing Condition is not satisfied until and including April 30, 2013 (the “Longstop Date”). The failure to exercise any right of termination at a certain point in time shall not constitute and shall not be deemed to constitute a waiver of such right of termination; or (c) by any Party by written notice to the other Parties if Closing has not occurred (other than as a result of the failure of the Party, which seeks to terminate this Agreement, to comply fully with its obligations under this Agreement) on the Delayed Closing Date in accordance with Sections 10.2 and 10.4.
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Related to Termination 11

  • On Termination In the event this Agreement is terminated for any reason prior to the expiration of its original term or any renewal term, Owner shall indemnify, protect, defend, save and hold Manager and all of the other Indemnified Parties harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney's fees and expenses, of every kind and nature whatsoever (collectively, "Losses"), that may be imposed on or incurred by Manager by reason of the willful misconduct, gross negligence and/or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

  • Term Termination 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

  • Termination for Cause; Voluntary Termination (a) The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. (b) If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”): (i) the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; (ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); (iii) expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and (iv) any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.