Termination Without Cause by a Purchaser Clause Samples

Termination Without Cause by a Purchaser. A Purchaser may terminate its participation in this Agreement or any Procurement without cause up to five (5) Business Days following a Steering Committee’s recommendation to Metrolinx to enter into a Master Agreement pursuant to Section 4.8 (Award of a Master Agreement), by delivering written notice to that effect to the other Parties which notice shall be effective immediately. No notice by an individual Purchaser shall affect the rights and obligations of the other Parties. Where a Purchaser gives such notice, it shall (i) no longer have any rights with respect to participation on the Steering Committee in relation to the relevant Procurement, (ii) shall not thereafter be permitted to become an Eligible Purchaser for that particular Procurement, and (iii) in accordance with Section 8.2 (Conflict of Interest), shall not be entitled to contract with the Supplier for the purchase of Goods and/or Services which were the subject matter of the particular Procurement, during the term of the relevant Master Agreement.
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Termination Without Cause by a Purchaser. A Purchaser may terminate its participation under this Agreement or any Public Tender without cause up to five (5) Business Days following the Steering Committee’s recommendation to Metrolinx to enter into the Master Agreement pursuant to Section 4.8 (Award of a Master Agreement), by delivering written notice to that effect to the other Parties which notice shall be effective immediately. Where a Purchaser gives such notice, it shall no longer have any rights with respect to participation on the Steering Committee in relation to the relevant Public Tender. No notice by an individual Purchaser shall affect the rights and obligations of the other Parties.
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Related to Termination Without Cause by a Purchaser

  • Termination Without Cause by the Company TERMINATION BY EXECUTIVE FOR GOOD REASON OR TERMINATION DUE TO DISABILITY OR DEATH. In the event that Executive's employment is terminated by Company pursuant to Section 3.2.4 hereof or by reason of Executive's Disability pursuant to Section 3.2.2 hereof or by reason of Executive's death pursuant to Section 3.2.1 hereof, or by Executive for Good Reason, (i) all unvested stock options under this Agreement shall remain outstanding but shall be unexercisable for a period of ninety (90) days and shall thereafter at the end of such 90-day period, subject to the last sentence of this Section 3.3.2 terminate, and all vested and unexercised stock options shall be exercisable for a period of ninety (90) days from the Date of Termination, (ii) the Company shall pay to Executive, subject to Executive's continued compliance with the terms of Sections 4 and 5 hereof, the Severance Amount, (iii) the Company shall reimburse Executive for any unpaid expenses pursuant to Section 2.4.1 hereof and (iv) the Company shall pay the premiums for the Executive's Company provided health insurance for twelve (12) months from the Date of Termination For purposes hereof, "SEVERANCE AMOUNT" shall mean the Base Salary in effect for the greater of (a) the remainder of the Initial Term and (b) the first anniversary of the Date of Termination. Any payments made in accordance with this Section 3.3.2 shall be made in accordance with Company's regular payroll practices and shall be subject to Executive's compliance with Sections 4 and 5 of this Agreement. The breach by Executive of any provision of Sections 4 or 5 shall result in a forfeiture of any unpaid portion of the Severance Amount. Notwithstanding this Section 3.3.2, if the first public disclosure of a Change of Control (as defined in Section 3.4.1 hereof) of the Company (or of an agreement to which the Company is a party to effect a Change of Control of the Company) shall occur within ninety (90) days of the date Executive is terminated without Cause, all unvested Opioid Product Options and Milestone Options shall immediately vest and become exercisable. Executive shall then have ninety (90) days from the Date of Termination to exercise all vested stock options; PROVIDED, that the relevant stock option plan remains in effect and such stock options shall not have otherwise expired in accordance with the terms thereof.

  • Termination Without Cause The Company may terminate Executive’s employment without Cause.

  • Termination by the Company Without Cause or by the Executive with Good Reason During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and (ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and (iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

  • Termination Without Cause or With Good Reason (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant. (ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment. (iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company: