EXPIRATION OF AGREEMENT: SEVERANCE Sample Clauses

EXPIRATION OF AGREEMENT: SEVERANCE. If (i) ---------------------------------- Executive is still employed under this Agreement on the expiration date of the Agreement; and (ii) on or before the expiration of this Agreement, (x) Executive is not offered a new employment agreement for continued employment with the Company, TASA or an affiliate (a "New Agreement"), and (y) the decision not to offer a New Agreement is other than for Cause, subject to the execution and delivery by Executive of the Release as defined in Section 6.5 below, the Company shall pay to Executive at the option of the Company, either in a lump sum within sixty (60) days after the expiration of this Agreement, or over such normal payroll periods of the Company as are necessary to pay out the full amount to Executive of the Severance Payment as defined in the next sentence (the "Severance Payment"). The Severance Payment shall be the aggregate of the following amounts: (i) any unpaid salary and bonus payments, if any, payable as of such expiration date; and (ii) an amount equal to six (6) months of the Executive's Base Salary (on an annualized basis) for the year which includes the expiration date. If Executive is still employed under this Agreement on the expiration date of the Agreement and Executive is offered a New Agreement which Executive does not execute and deliver on or before the expiration of the Term hereof (or such date as the Parties mutually agree in writing), for any reason or for no reason, Executive shall not be entitled to the Severance Payment and the terms of Section 6.3 shall apply to the termination of Executive's employment. Executive agrees that prior to payment of the Severance Payment pursuant to this Section 6.4, Executive shall, as a condition thereto, execute a release, based on the Company's standard form (including mutual confidentiality and non- disparagement provisions), of any and all claims he may have against the Company and TASA and each of their respective officers, directors, employees and affiliates, except for his right to enforce any post-employment obligations to him, including but not limited to obligations of the Company under this Agreement and stock option agreements under the Plan (the "Release").
Sample 1
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Related to EXPIRATION OF AGREEMENT: SEVERANCE

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Expiration of Agreement No termination or expiration of this Agreement shall affect any rights, obligations or liabilities of either party that shall have accrued on or prior to the date of such termination or expiration.

  • Termination of Agreement; Survival (a) The Underwriters may terminate their obligations under this Agreement, by notice to the Depositor, at any time at or prior to the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, Xxxxx Fargo Bank or any other Mortgage Loan Seller whether or not arising in the ordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which is such as to make it, in the reasonable judgment of any Underwriter, impracticable or inadvisable to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates, (iii) if trading in any securities of the Depositor or of Xxxxx Fargo Bank has been suspended or limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or on the NASDAQ National Market or the over the counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, (iv) if a banking moratorium has been declared by either federal or New York authorities, or (v) if a material disruption in securities settlement, payments or clearance services in the United States or other relevant jurisdiction shall have occurred and be continuing on the Closing Date, or the effect of which is such as to make it, in the reasonable judgment of such Underwriter, impractical to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates.

  • Early Termination of Agreement This Agreement may be terminated prior to the Ending Date upon any one of the following events:

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

  • Termination and Severance Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:

  • EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT Upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Employee pursuant to the provisions of Section 2 hereof.

  • Early Termination of Agreement Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

  • Effect of Termination of Agreement The provisions of Section 4.00 will survive any termination of this Agreement and the existence of any claim or cause of action by the Executive against the Company or any Group Member, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Group, the Company or any other Group Member of the covenants and agreements of this Section 4.00; provided, however, that this Section 4.11 will not, in and of itself, preclude the Executive from defending against the enforceability of the covenants and agreements of Section 4.00.

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