By the Board. (a) All matters concerning the determination and allocation among the Members of the amounts to be determined and allocated pursuant to this Agreement, including any taxes thereon and accounting procedures applicable thereto, shall be determined by the Board unless specifically and expressly otherwise provided for by the provisions of this Agreement or as required by law, and such determinations and allocations shall be final and binding on all the Members.
By the Board. During the Term, the Board shall be entitled to terminate the Employee's employment with or without "Cause" (as defined below) by providing written notice to the Employee of such decision, provided that if the Board terminates the Employee's employment without Cause (and not as a result of a Disability), then the Board must provide at least thirty (30) days' advance written notice of such decision to the Employee. No advance notice period is required for a termination by the Board with Cause. The Board reserves the right to withdraw any and all duties and responsibilities from the Employee, and to exclude the Employee from the Company's premises, during such 30-day notice period. For purposes of this Agreement, "Cause" shall mean (i) the commission by the Employee of an act of malfeasance, dishonesty, fraud, or breach of trust against the Company or any of its employees, clients, or suppliers, (ii) the breach by the Employee of any of his obligations under this Agreement, or any other agreement between the Employee and the Company, (iii) the Employee's failure to comply with the Company's written policies; (iv) the Employee's failure, neglect, or refusal to perform his duties under this Agreement, or to follow the lawful written directions of the Board, (v) the Employee's indictment, conviction of, or plea of guilty or no contest to, any felony or any crime involving moral turpitude, (vi) any act or omission by the Employee involving dishonesty or fraud or that is, or is reasonably likely to be, injurious to the financial condition or business reputation of the Company, or that otherwise is injurious to the Company's employees, clients, or suppliers, or (vii) the inability of the Employee, as a result of repeated alcohol or drug use, to perform the duties and/or responsibilities of his position.
By the Board. On the date that the Company's Board of Directors notifies Xx. Xxxxx in writing of the date of termination of his services as Chairman of the Board for any or no reason. Following the termination of Xx. Xxxxx'x services under this Agreement, the Company will have no further liability to Xx. Xxxxx and no further payments will be made to Xx. Xxxxx, except: (i) the Company shall pay to Xx. Xxxxx (or, in the case of automatic termination upon Xx. Xxxxx'x death under subparagraph (a) above, to Xx. Xxxxx'x legal representatives or such named beneficiaries as Xx. Xxxxx may designate from time to time in a writing delivered to the Company) the pro rata portion of his monthly fee for the relevant calendar month through the date of termination, calculated by multiplying the Six Thousand Two Hundred Fifty Dollar ($6,250) fee by a fraction, the numerator of which will be the number of days in the calendar month of termination prior to termination and the denominator of which shall be the number of days of that month; and (ii) to the extent Xx. Xxxxx is entitled to the reimbursement of business expenses incurred prior to termination as provided in Paragraph 5 above.
By the Board of Directors of MFI if MFI has received a Superior Proposal and the Board of Directors of MFI has made a determination to accept such Superior Proposal; provided that MFI shall not terminate this Agreement pursuant to this Section 11.1.8 and enter in a definitive agreement with respect to the Superior Proposal until the expiration of five (5) business days following Brookline Bancorp's receipt of written notice advising Brookline Bancorp that MFI has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing) identifying the person making the Superior Proposal and stating whether MFI intends to enter into a definitive agreement with respect to the Superior Proposal. After providing such notice, MFI shall provide a reasonable opportunity to Brookline Bancorp during the five-day period to make such adjustments in the terms and conditions of this Agreement as would enable MFI to proceed with the Merger on such adjusted terms.
By the Board. The Board may also amend these Bylaws by unanimous vote or written consent of the directors to submit the Association to the Georgia Property Owners' Association Act and to conform these Bylaws to any mandatory provisions thereof. Any such amendment shall require Declarant's consent, so long as Declarant owns any property described on Exhibit ''A'' or ''B'' to the Declaration.
By the Board. Except as to the accrued liabilities of either party, the Board shall have the right upon thirty (30) days advance written notice to Manager to cancel this Agreement upon the happening of any of the following events: (A) if Manager shall fail to keep, observe, or perform any material covenant, agreement, term or provision of this agreement to be kept, observed, or performed by Manager and such default shall not be cured within a period of ninety (90) days after written notice thereof by the Board to Manager; or (B) Manager shall apply for or consent to the appointment of a receiver, trustee, or liquidator of Manager or of all or a substantial part of its assets or file a voluntary petition in bankruptcy. In addition upon the termination of the Declarant Control Period as defined in the Maine Condominium Act, the Board may terminate this agreement at any time upon 90 days written notice to Manager with the consent of the requisite percentage of Eligible Mortgage Holders as required by the Declaration and the terms of mortgages on individual Condominium Units.
By the Board. The BOARD may terminate this Contract without cause and at its sole discretion upon giving XXXX not less than seven (7) days' written notice of such action, which shall be approved by the BOARD at a duly noticed public meeting. In the event of unilateral termination by the BOARD, the BOARD shall pay XXXX as xxxxxxxxx pay the aggregate base salary and benefits that he or she would have received under this Contract, reduced to present value, including any known or objectively ascertainable salary increases that would have been realized from the effective date of termination to the last day of the term of this Contract of any accrued but unused vacation leave authorized under section 4. G. hereof. The parties acknowledge the uncertainty and difficulty of calculating the total value of other elements of the CSFO's benefits hereunder. In order to avoid conflict regarding such a determination, the parties agree that the annual value of all such benefits (i.e., perquisites that are not part of (1) the CSFO's base salary, (2) known or objectively ascertainable salary increases, and (3) accrued but unused vacation leave) is [insert dollar amount]for purposes of this provision. In the event of a unilateral termination by the BOARD, that sum shall be adjusted according to the remaining Contract term, added to the aggregate payout, and factored into the present value determination.
By the Board. The Board hereby agrees to indemnify, defend, and hold harmless WTCC and its officers, directors, employees, agents and representatives from and against any and all Liabilities arising from the negligence or willful misconduct of the Board or its officers, or employees acting on behalf of the Board or arising from the negligent failure to adequately supervise CIHS Students to the extent covered by insurance purchased by the Board pursuant to G.S. 115C-42.