Power of Termination. (1) The Department and the Agency agree to negotiate in good faith the development of a means to provide adequate protection for the Department’s cash flow into priorities one and two for revenues under Water Code Section 12937(b) with the goal of obtaining agreement by April 1, 1987. The Department and the Agency agree to continue negotiations beyond April 1, 1987 if necessary to meet their common goal of arriving at agreement.
Power of Termination. The Employer may terminate the employment of Employee under this Agreement at any time, (x) with Cause, or (y) in the sole and absolute discretion of Employer, without Cause, or (z) in the sole and absolute discretion of the Employer, within 30 days following a Key Man Event as contemplated in Section 8(i) below. “Cause” shall mean any of the following: (a) conduct by the Employee of the activities of Sargon in any manner that violates any law, rule or regulation in any material respect, or that causes the reputation of any member of the Icahn Group to be materially and adversely affected, as a result of any wrongful or improper act; (b) conviction of any crime (other than traffic violations and similar minor infractions of law); (c) failure to follow the lawful directions given by Employer to Employee or the written policies or procedures adopted by the Employer from time to time that are made available to Employee; (d) failure to come to work on a full-time basis, other than on holidays, vacation days, sick days, or other days off under Employer's business policies; (e) impairment due to alcoholism, drug addiction or similar matters; and (f) a material breach of this Agreement, including, without limitation, any breach of Section 10 or 12 hereof. Prior to termination for “Cause” as a result of failure as contemplated in clause (c) or (d) above, Employee shall be given notice of his activity giving rise to such failure and will have 3 business days to correct such activity; provided that Employer shall only be required to provide notice under this sentence one time during any calendar year.
Power of Termination. The Employer may terminate the employment of Employee under this Agreement at any time, with Cause, or in the discretion of Employer, without Cause. “Cause” shall mean any of the following:(a) conviction of any crime (other than traffic violations and similar minor infractions of law); (b) failure to follow, in any material respect, the lawful directions given by Employer or its subsidiaries or the policies or procedures adopted by the Board from time to time; (c) failure to come to work on a full-time basis, other than on holidays, vacation days, sick days, or other days off under Employer’s business policies; (d) impairment due to alcoholism, drug addiction or similar matters; and (e) a material breach of this Agreement, including, without limitation, any breach of Sections 8 or 9 hereof. Prior to termination for “Cause” as a result of failure as contemplated in clause (b) or (c) above, Employee shall be given written notice by hand delivery or United States Postal Service (or a reasonable substitute for United States Postal Service), of his activity giving rise to such failure and will have 5 business days from receipt of the notice to correct such activity; provided that Employer shall only be required to provide notice under this sentence one time during any calendar year for each alleged breach.
Power of Termination. The Employer may terminate the employment of Employee under this Agreement at any time, with Cause, or in the sole and absolute discretion of Employer, without Cause. “Cause” shall mean any of the following:(a) conviction of any felony or the commencement of a criminal proceeding against Employee alleging fraud or violation of the federal securities laws; (b) willful failure to follow the lawful directions given by Employer to Employee or the written policies or procedures adopted by the Employer from time to time that are made available to Employee; (c) failure to come to work on a full-time basis, other than on holidays, vacation days, sick days, or other days off under Employer's business policies; (d) impairment due to alcoholism, drug addiction or similar matters; and (e) a material breach of this Agreement. Prior to termination for “Cause” as a result of failure as contemplated in clause (b),(c) or (e) above, Employee shall be given written notice delivered to him by hand or by certified mail return receipt requested (which shall be deemed given when such mail is delivered or delivery is attempted by the US Post Office) of his activity giving rise to such failure and will have 15 business days to correct such activity; provided that Employer shall only be required to provide notice under this sentence twice during any calendar year. “Good Reason” shall mean the existence and continuation of an Uncured Employer Breach. An Uncured Employer Breach shall mean and be limited to the failure of the Employer to make any payment required to be made hereunder when due if such failure continues for 15 business days following written notice detailing the amount and circumstances of such failure delivered personally by hand (or by certified mail return receipt requested) by the Employee to Xxxx X. Icahn, provided that if such failure is the result of a good faith dispute, then such failure shall not constitute or be deemed to constitute an Uncured Employer Breach. An Uncured Employer Breach shall also include (i) a material change in the duties assigned to Employee which are so different in responsibility and scope so as to be materially adverse to Employee to the extent that Employee acting reasonably would be demeaned by such change, it being understood that any such change shall not be considered adverse to the extent that Employee’s duties include oversight over other entities that are or were affiliated with Icahn Group or (ii) a breach of Employer’s obligat...
Power of Termination. If following conveyance of the Subject Property to Developer, Developer (i) fails to begin construction of the Project within the time specified in Section 5.1 as such date may be extended pursuant to the terms hereof, (ii) abandons or suspends construction work for a period of sixty (60) days after written notice from City, (iii) fails to complete construction of the Project by the time specified in Section 5.1 as such date may be extended pursuant to the terms hereof, or (iv) directly or indirectly, voluntarily or involuntarily Transfers the Subject Property or part thereof or this Agreement in violation of Article VII, the City may re-enter and take possession of the Subject Property or any portion thereof with all improvements thereon without payment or compensation to Developer, and revest in the City the estate theretofore conveyed to the Developer. The interest created pursuant to this Section 9.8 shall be a “power of termination” as defined in California Civil Code Section 885.010, and shall be separate and distinct from the City’s option to purchase the Subject Property under the same or similar conditions specified in Section 9.9. City’s rights pursuant to this Section 9.8 shall not defeat, render invalid or limit any mortgage or deed of trust permitted by this Agreement or any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deeds of trust. Upon revesting in the City of title to the Subject Property or any portion thereof as provided in this Section 9.8, the City shall use its best efforts to resell the Subject Property or applicable portion thereof and as soon as possible, in a commercially reasonable manner to a qualified and responsible party or parties (as determined by the City) who will assume the obligation of completing and operating the Project in accordance with the uses specified for such property in this Agreement and in a manner satisfactory to the City. Upon such resale of the Subject Property or any portion thereof, the sale proceeds shall be applied as follows:
Power of Termination. Subject to and in accordance with the procedures and provisions of Section 9.8 of the Agreement, the City has the right, at its option, to re-enter and take possession of the Property, or portion thereof, with all Improvements thereon, and revest in the City the estate conveyed to Developer, in the event of a default arising under and specifically described in Section 9.8 of the Agreement.
Power of Termination. Employer may terminate the employment of Employee under this Agreement at any time, with Cause, or in the sole and absolute discretion of Employer, without Cause. “Cause” shall mean any of the following: (a) conviction of any crime (other than traffic violations and similar minor infractions of law); (b) failure to follow, in any material respect, the lawful directions given by Employer, the Board, or any Designated Board; (c) failure to come to work on a full-time basis at Employer’s offices in Sunny Isles Beach, Florida, other than on holidays, vacation days, sick days, or other days off under Employer’s business policies; (d) impairment due to alcoholism, drug addiction, or similar matters; and (e) a material breach by Employee of this Agreement, including, without limitation, any breach of Section 3, 9 or 11 hereof. Prior to a termination for Cause as a result of failure as contemplated in clause (b) or (c) above, Employee shall be given written notice of his activity giving rise to such failure and will have two (2) business days to correct such activity; provided, however, that Employer shall only be required to provide notice under this sentence one time during any calendar year. Prior to a termination without Cause, Employer shall give Employee no less than one (1) day prior written notice delivered to Employee by (x) email and (y) personally by hand (or by certified mail return receipt requested). Employee may terminate Employee’s employment under this Agreement at any time, including following the occurrence of an event that constitutes Good Reason (as hereafter defined). “Good Reason” shall mean the existence of an Uncured Employer Breach. An “Uncured Employer Breach” shall mean (i) a material breach of the terms of this Agreement by Employer and/or (ii) a material change in the duties assigned to Employee which are so different in responsibility and scope so as to be materially adverse to Employee to the extent that Employee acting reasonably would be demeaned by such change, in each case if such breach or change continues following the fifth (5th) business day after written notice detailing the circumstances of such breach or change has been delivered by (x) email and (y) personally by hand (or by certified mail return receipt requested) by Employee to Cxxx X. Xxxxx or his General Counsel.
Power of Termination. The Employer may terminate the employment of Employee under this Agreement at any time, with Cause, or in the discretion of Employer, without Cause. “Cause” shall mean any of the following: (a) conviction of, indictment for or plea of nolo contendere to any felony or any crime involving fraud, embezzlement or dishonesty; or conviction of or plea of nolo contendere to a misdemeanor or other crime (other than traffic violations) punishable by imprisonment under federal, state or local law; (b) failure to follow, in any material respect, the lawful directions given by Employer or its subsidiaries or the policies or procedures adopted by the Board from time to time; (c) failure to come to work on a full-time basis, other than on holidays, vacation days, sick days, or other days off under Employer’s business policies; (d) impairment due to alcoholism, drug addiction or similar matters that affects Employee’s ability to perform his duties under this Agreement, as determined by the Board; and (e) a material breach of this Agreement, including, without limitation, any breach of Sections 8 or 9 hereof. Prior to termination for “Cause” as a result of failure as contemplated in clause (b) or (c) above, Employee shall be given notice of his activity giving rise to such failure and will have 10 business days to correct such activity; provided that Employer shall only be required to provide notice under this sentence one time during any calendar year.
Power of Termination. The Employer may terminate the employment of Employee under this Agreement at any time, with Cause, or in the sole and absolute discretion of Employer without Cause. For purposes of this Agreement the term "Cause", shall mean (i) Employee's material breach of this Agreement provided, however, that Disability shall not be considered Cause, (ii) Employee's conviction of a criminal violation of Applicable Law (as hereinafter defined), (iii) Employee's conviction for a felony violation (other than traffic violations), (iv) Employee's conviction for securities law violations, or (v) Employee's breach of the confidentiality provision of this Agreement. For purposes hereof, the term "Applicable Law" shall mean any law, rule or regulation ("Law") relating in any way to the activity of investing or trading in securities or other Law that is violated during the course of the Employee's performance of services hereunder. Employee shall not be deemed to be in violation of Applicable Law if such violation occurred as a result of action taken at the direction, or with the consent (after full disclosure) of Employer.
Power of Termination effective as of the Closing of the conveyance of the Multi-Family Parcel to SF, this term shall mean the rights to be included (i) in the Office Building Parcel Deed permitting Town to re-enter the Office Building Parcel, and upon payment of the Divestiture Payment, divest Developer and/or SO of title thereto and to cause title to the Office Building Parcel to re-vest in Building Corp. in the event of a default described in Section 14(a) or 14(b), which re-vesting shall be free and clear of all matters other than those to which title was subject upon Building Corp.’s delivery of the Office Building Parcel Deed; and (ii) in the Multi- Family Parcel Deed permitting Town to re-enter the Multi-Family Parcel, and upon payment of the Divestiture Payment, divest Developer and/or SF of title thereto and to cause title to the Multi-Family Parcel to re-vest in Building Corp. in the event of a default by SF or Developer of the type described in Section 14(a) or 14(b) with respect to development of the Multi-Family Parcel or Multi-Family Building, which re-vesting shall be free and clear of all matters other than those to which title was subject upon Building Corp.’s delivery of the Multi-Family Deed. The Power of Termination shall lapse and expire by its own terms (i) with respect to the Office Building Parcel upon Substantial Completion of Office Building portion of the Project; and (ii) with respect to the Multi-Family Parcel upon Substantial Completion of Multi-Family Building portion of the Project. Upon lapse and expiration of each applicable Power of Termination, the applicable Town Body, upon SF’s or Developer’s written request, shall execute and deliver an affidavit releasing such right in recordable form to SF or Developer, as applicable.
