Termination Rules Clause Samples

The Termination Rules clause defines the conditions and procedures under which a contract or agreement may be ended by one or both parties. It typically outlines the specific events or breaches that can trigger termination, such as failure to perform obligations, insolvency, or mutual agreement, and may set out notice requirements or cure periods. By clearly establishing how and when termination can occur, this clause provides a structured process for ending the relationship, thereby reducing uncertainty and helping to manage risk for all parties involved.
Termination Rules. The impact on your award of your termination of employment is described in the Appendix hereto. Except as described in the Appendix hereto, if your employment ends prior to the latest vesting date specified for the applicable portion of your award, the unvested portion of the corresponding award will be forfeited upon your termination of employment.
View SourceView Similar (4)
Termination Rules. In connection with a Terminating Sale or Disposition, Net Income shall be allocated as follows: (a) first, to Partners having negative capital account balances, in proportion to and to the extent of their respective negative capital account balances; (b) second, 95% to the Limited Partners and 5% to the General Partners until the capital account balance of each Limited Partner (determined after making the allocation described in Section 11.4.4 (a) but before distributing the proceeds from such sale) shall equal his Adjusted Contribution. In, the event the Net Income to be allocated to Limited Partners pursuant to this Section 11.4.4(b) shall be insufficient to bring the capital account balance of each Limited Partner to whom such allocation is required to said balance, then such Net Income shall be allocated first to Limited Partners having the smallest capital accounts per Unit so as to equalize, to the extant possible, the capital accounts per Unit of all Limited Partners; (c) third, 95% to the Limited Partners and 5% to the General Partners until the capital account balance of each Partner (determined after making the allocations described in Sections 11.4.4(a) and (b) but before distributing the proceeds from such sale) shall equal the amount which would have been distributed to such Partner in respect of such Terminating Sale or Disposition had the proceeds from such sale been distributed pursuant to the provisions of Sections 11.6.1 and 11.6.2; (d) fourth, 95% to the Limited Partners and 5% to the General Partners, until the capital account balance of each Partner (determined after making the allocations described in Sections 11.4.4(a), (b) and (c) but before distributing the proceeds from such sale) shall equal the amount which would have been distributed to such Partner had the proceeds from such sale been distributed pursuant to the provisions of Sections 11.6.1, 11.6.2 and 11.6.3; and (e) the remainder of such Net Income, if any, shall be allocated to the Partners in the ratios provided for in Section 11.6.4. The portion of the Net Income under Sections 11.4.4(c), (d) and (e) which is allocated to the Limited Partners as a group shall, to the extent of any unpaid cumulative noncompounded return of the Limited Partners under Sections 11.6.2 and 11.6.3, first be allocated among the Limited Partners in proportion to such unpaid return due each Limited Partner.
View SourceView Similar (3)
Termination Rules. Both parties agree that where termination arose, both parties shall observe the following rules: 12.1. The Issuer shall cause to pay and settle any outstanding or unpaid invoices of the Advisor. The Issuer shall make such payments to the Advisor within fourteen (14) days from the date of the termination notice and to remit such amount to the Advisor in the manner described under Clause 4.5 above. 12.2. The Advisor upon receipt of such payments and the amount from the Issuer as described under Clause 12.1. above, the Advisor shall cause to return all documents belonging to the Issuer by post or courier or to be collected by the Issuer personally. Correspondence, records, reports, statements, memorandums and minutes etc., that touches the Assignment written and/or produced by the Advisor and those work-in-progress will not be given to the Issuer. It is the property of the Advisor. 12.3. After termination, both parties shall observe the rule of confidentiality and shall not photocopy, print, distribute and/or disclose (whether verbal or express) any materials of the Assignment that have used or resulted from the service of this Agreement.
View Source
Termination Rules. Termination notices Subsection 1 Salaried employees
View Source
Termination Rules. Notwithstanding the foregoing provisions of this Paragraph 11.4, upon a Sale or Disposition in connection with the termination of the Partnership (defined as the Sale or Disposition of the Partnership's last three Properties) (a) Net Income arising from such a Sale or Disposition, up to an amount equal to the sum of the negative capital account balances of Partners having negative capital account balances shall first be allocated to Partners having negative capital account balances pro rata in proportion to their respective negative capital account balances and (b) Net Income arising from such a Sale or Disposition allocated to the Limited Partners as a group pursuant to Paragraphs 11.4.1 and 11.4.2 shall be allocated first to Limited Partners having the smallest capital accounts per Unit so as to equalize, to the extent possible, the capital accounts per Unit of all Limited Partners and then allocated as described in add Paragraphs 11.4.1 and 11.4.1
View Source
Termination Rules. In connection with a sale or disposition of all or substantially all of the Partnership's property, Net Income shall be allocated as follows: (a) first, to Partners having negative capital account balances in proportion to and to the extent of their respective negative capital account balances; (b) then, 98% to the Limited Partners and 2% to the General Partner until the capital account balance of each (determined after making the allocation described in Section 10.5.1 (a) but before distributing the proceeds from such sale) shall equal an amount equal to the capital contributions (initial and deferred) previously made by the Partners less previous Distributions in payment of such capital contributions. In the event the Net Income to be allocated to Limited Partners pursuant to this Section 10.6.1 (b) shall be insufficient to bring the capital account balance of each to whom such allocation is required to said balance, then such Net Income shall be allocated first to Limited Partners having the smallest capital accounts per Unit so as to equalize, to the extent possible, the capital accounts per Unit of all Limited Partners.
View Source

Related to Termination Rules

  • Allocation Rules In determining the Distributor's 12b-1 Share in respect of a particular Portfolio: (a) There shall be allocated to the Distributor and each Other Distributor all Commission Shares of such Portfolio which were sold while such Distributor or such Other Distributor, as the case may be, was the exclusive distributor for the Shares of the Portfolio, determined in accordance with the transfer records maintained for such Portfolio.

  • Arbitration Rules (a) The arbitration shall be conducted in accordance with this Employment Agreement, using as appropriate the AAA Employment Dispute Resolution Rules in effect on the date hereof. The arbitrator shall not be bound by the rules of evidence or of civil procedure, but rather may consider such writings and oral presentations as reasonable business people would use in the conduct of their day-to-day affairs, and may require both Parties to submit some or all of their respective cases by written declaration or such other manner of presentation as the arbitrator may determine to be appropriate. The Parties agree to limit live testimony and cross-examination to the extent necessary to ensure a fair hearing on material issues. (b) The arbitrator shall take such steps as may be necessary to hold a private hearing within 120 days of the initial request for arbitration and to conclude the hearing within two days; and the arbitrator’s written decision shall be made not later than 14 calendar days after the hearing. The Parties agree that they have included these time limits in order to expedite the proceeding, but they are not jurisdictional, and the arbitrator may for good cause allow reasonable extensions or delays, which shall not affect the validity of the award. Both written discovery and depositions shall be allowed. The extent of such discovery will be determined by the Parties and any disagreements concerning the scope and extent of discovery shall be resolved by the arbitrator. The written decision shall contain a brief statement of the claim(s) determined and the award made on each claim. In making the decision and award, the arbitrator shall apply applicable substantive law. The arbitrator may award injunctive relief or any other remedy available from a judge, including consolidation of this arbitration with any other involving common issues of law or fact which may promote judicial economy, and may award attorneys’ fees and costs to the prevailing Party, but shall not have the power to award punitive or exemplary damages. The Parties specifically state that the agreement to limit damages was agreed to by the Parties after negotiations.

  • Other Allocation Rules (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.5 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines, in its sole discretion, that the application of the provisions in Section 4.5, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with a method determined by the Managing Member and permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member. (e) The Managing Member shall amend this Article V from time to time to reflect the allocation of Profit and Loss in connection with priority distributions on any preferred units or other Equity Securities that may be issued by the Company (other than Units). (f) The Managing Member may amend or interpret the provisions of this Article V as, in the Managing Member’s reasonable discretion, may be necessary or appropriate to comply with the applicable Treasury Regulations or other legal requirements and to properly reflect the economic intent of this Agreement.

  • Special Allocation Rules Notwithstanding any other provision of the Agreement or this Exhibit C, the following special allocations shall be made in the following order:

  • Place of Arbitration; Rules All arbitration will be conducted in Massachusetts unless we agree otherwise in writing in a specific case. All arbitration will be conducted before a single arbitrator in accordance with the rules of the American Arbitration Association.