Termination Procedures and Compensation During Dispute Sample Clauses

The 'Termination Procedures and Compensation During Dispute' clause outlines the steps parties must follow to end their contractual relationship when a dispute arises, as well as how compensation is handled in such situations. Typically, this clause specifies notice requirements, timelines for termination, and the calculation or payment of any outstanding amounts owed between the parties. Its core function is to provide a clear, fair process for winding down obligations and settling financial matters during contentious circumstances, thereby reducing uncertainty and potential for further conflict.
Termination Procedures and Compensation During Dispute. 7.1. After a Change in Control and during the term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. Further, a Notice of Termination for Cause issued by the Company is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's Counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive engaged in conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.
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Termination Procedures and Compensation During Dispute. (A) Notice of Intent To Terminate. After a Change in Control, ----------------------------- any purported termination of the Executive's employment (other than by reason of death) must be preceded by a written Notice of Intent to Terminate from one party hereto to the other party hereto in accordance with Section 3.6 hereof. For purposes of this Agreement, a "Notice of Intent to Terminate" shall mean a notice which shall indicate the notifying party's opinion regarding the specific provisions of this Agreement that will apply upon such termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for the application of the provisions indicated. Further, a Notice of Intent to Terminate for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.
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Termination Procedures and Compensation During Dispute. 7.1. After a Change in Control and during the term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated.
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Termination Procedures and Compensation During Dispute. Notwithstanding any other provision of this Section 7 or any other provision of this Agreement, for purposes of this Agreement a termination of employment shall only occur if the Executive actually experiences a "separation from service" in accordance with Section 409A. There shall be no separation from service for purposes of this Agreement, and therefore no right to any Severance Payment or other benefits under this Agreement (which are subject to Section 409A), if the Executive continues to provide services as an employee to the Company after a purported termination of employment at an annual rate of 20% or more of the services rendered on average during the immediately preceding three full calendar years of employment and the annual remuneration for such services is at least equal to 20% of the average annual remuneration earned during the final three calendar years of employment. In addition, there also shall be no separation from service if the Executive continues to provide services to the Company in a capacity other than as an employee, if the Executive is providing services at an annual rate of 50% or more of the services rendered on average during the immediately preceding three full calendar years of employment and the annual remuneration for such services is at least equal to 50% of the average annual remuneration earned during the final three calendar years of employment.
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Termination Procedures and Compensation During Dispute. No Mitigation 9. Successors; Binding Agreement
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Termination Procedures and Compensation During Dispute. The parties hereto agree to comply with the procedures set forth in Exhibit 8 hereto.
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Termination Procedures and Compensation During Dispute. (A) Notice of Intent To Terminate. After a Change in Control, ----------------------------- any purported termination of the Executive's
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Termination Procedures and Compensation During Dispute 
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Related to Termination Procedures and Compensation During Dispute

  • Compensation During Dispute If a purported termination occurs following a Change in Control and during the Term and the Date of Termination is extended in accordance with Section 7.3 hereof, the Company shall continue to pay the Executive the full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive as a participant in all compensation, benefit and insurance plans in which the Executive was participating when the notice giving rise to the dispute was given, until the Date of Termination, as determined in accordance with Section 7.3 hereof. Amounts paid under this Section 7.4 are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement.

  • Termination Procedure a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, and the amount agreed upon by the Contractor and DCYF for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by DCYF, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the extent of the liability of DCYF. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF may withhold from any amounts due the Contractor such sum as DCYF determines to be necessary to protect DCYF against potential loss or liability. c. The rights and remedies of DCYF provided in this Section (TERMINATION PROCEDURE) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. After receipt of a notice of termination, and except as otherwise directed by DCYF, the Contractor shall: (1) Stop work under the contract on the date, and to the extent specified, in the notice; (2) Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated; (3) Assign to DCYF, in the manner, at the times, and to the extent directed by DCYF, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF to the extent DCYF may require, which approval or ratification shall be final for all the purposes of this clause; (5) Transfer title to DCYF and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) Take such action as may be necessary, or as DCYF may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF has or may acquire an interest.

  • Performance During Dispute Unless otherwise directed by the City, the Consultant shall continue performance under this Agreement while matters in dispute are being resolved;

  • Termination Procedures The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.

  • SUSPENSION/TERMINATION PROCEDURE Regardless of basis, in the event of suspension or termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient suspension or termination. Accordingly, Contractor shall deliver to Purchasers all Services that are complete (or with approval from Enterprise Services, substantially complete) and Purchasers shall inspect, accept, and pay for the same in accordance with this Contract and the applicable Purchase Order. Unless directed by Enterprise Services to the contrary, Contractor shall not process any orders after notice of suspension or termination inconsistent therewith.