Termination Arrangements Clause Samples
Termination Arrangements. If, prior to the last date of the Engagement Period, as defined in the Company’s Letter of Intent with the Representative (the last date of the Engagement Period being December 31, 2020), the Company (i) does not complete the Offering and enters into discussions regarding a letter of intent or similar agreement with a third party broker-dealer or any other person without the written consent of the Representative, and/or (ii) effects a private and/or public offering of the Ordinary Shares with another broker-dealer or any other person without referring them to the Representative and confirmation on the offering terms without the written permission of the Representative, the Company shall be liable to the Representative for reimbursement of the out-of-pocket accountable expenses actually incurred by the Representative and $150,000; provided, however, that such fees shall be subject to FINRA Rule 5110(f)(2); and provided further that such fees shall not apply if and to the extent the Representative has advised the Company of the Representative’s inability or unwillingness to proceed with the Offering; and provided further that (a) the Company has a right of termination for cause, which includes that the Company may terminate the engagement of the Representative upon the Representative’s material failure to provide the underwriting services contemplated in the Letter of Intent; (b) the Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee; (c) the amount of any termination fee will be reasonable in relation to the underwriting services contemplated in the Letter of Intent, such termination fee not applying for termination for cause; and (d) the Company will not be responsible for paying any termination fee unless a private and/or public offering of the Ordinary Shares with another broker-dealer or any other person without the written consent of the Representative is consummated prior to the last date of the Engagement Period, as mentioned above.
Termination Arrangements. The rights and obligations set forth in this Schedule 5 shall apply only to the extent of the applicable termination of this Agreement, and accordingly such rights and obligations shall apply only with respect to the applicable Terminated Licensed Product(s) as to which this Agreement has been terminated.
Termination Arrangements. On termination for any reason, an Employee will be paid for any accrued but untaken annual leave to which the Employee had become entitled.
Termination Arrangements. The grant of rights to ZLAB provided in Section 4.1, Section 4.2 and Section 11.4 shall terminate.
Termination Arrangements. Regeneron shall promptly collect and return, and cause its Affiliates and sublicensees to collect and return, to Company or, at Company’s request, destroy, all documents containing New Information or Party Information of Company and its Affiliates, and shall immediately cease, and cause its Affiliates and sublicensees to cease, all further use of any New Information related to the Development, Manufacture and Commercialization of Company Products and any Party Information of Company and its Affiliates. In addition, at Company’s request, Regeneron shall collect and transfer to Company any remaining inventory of Company Product Promotional Materials, Company Product sales training materials, Company Product samples and Company Product inventory. Notwithstanding the foregoing, Regeneron may retain copies of any New Information to the extent required by Law, as well as retain one (1) copy of such information solely for legal archive purposes.
Termination Arrangements. In the event of the appointment of the Managers being terminated by the Owner or the Managers, the management fee payable to the Managers shall continue to be payable for a further period of three calendar months.
Termination Arrangements. Withholding, suspending and repayment of ▇▇▇▇▇
12.1 The Council's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Council's other rights and remedies, the Council may at its discretion terminate this Agreement with immediate effect by giving written notice to the Recipient or withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if:
(a) the Recipient uses the Grant for purposes other than those for which they have been awarded;
(b) the delivery of the Project does not start within 3 months of the Commencement Date and the Recipient has failed to provide the Council with a reasonable explanation for the delay;
(c) the Council reasonably considers that the Recipient has not made satisfactory progress with the delivery of the Project;
(d) the Recipient is, in the reasonable opinion of the Council, delivering the Project in a negligent manner;
(e) the Recipient obtains duplicate funding from a third party for the Project;
(f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Council, undertakes activities that are likely to bring the reputation of the Project or the Council into disrepute;
(g) the Recipient provides the Council with any materially misleading or inaccurate information;
(h) the Recipient commits or committed a Prohibited Act;
(i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or
Termination Arrangements. Termination, and the consequences of termination are detailed in the legal agreement.
Termination Arrangements. We are confirming that, subject to your executing and not revoking the release attached as Exhibit A (the "Release") and subject to your compliance with the confidentiality and non- competition covenants of Paragraph 10 of the Employment Agreement, you will be entitled to the following payments under the Employment Agreement within three business days after the expiration of the revocation period for the Release unless otherwise indicated below:
1. Any unpaid base compensation, earned or accrued, through your date of termination.
2. A lump sum cash payment equal to your base compensation payments, at the rate in effect at the time of termination, that would have been paid for a period of six months following termination of your employment, with no reduction for present value. This amount totals $150,000.
3. A lump sum cash payment representing the balance of your annual performance bonus for the Company's fiscal year ended March 31, 1999, in an agreed amount of $20,000.
4. Reimbursement for expenses incurred but not yet reimbursed as of March 23, 1999 as provided in Paragraph 8 of your Employment Agreement.
5. The immediate vesting of all unvested Company stock options held by you, with the rights provided in Paragraph 9(c)(v) of the Employment Agreement and, if a Change in Control Transaction thereafter occurs, Paragraph 9
Termination Arrangements. After receipt of a notice of termination and except as otherwise directed by ▇▇▇▇▇▇▇, FIU shall:
1. Stop work under the Agreement on the date, and to the extent specified in the notice of termination.
2. Place no further orders or Agreements for materials, services, or facilities, except as may be necessary for completion of such portion of work under the Agreement as is not terminated.
3. Terminate all orders and Agreements to the extent that they relate to the performance of work which was terminated.
4. Handle all Sponsor property as directed by ▇▇▇▇▇▇▇.
5. Prepare all necessary reports and documents required under the terms of the Agreement up to the date of termination. Regardless of reasons for the termination, Sponsor shall compensate FIU for actual costs incurred up to the time of termination including for all non-cancelable commitments entered into by FIU in furtherance of this Agreement up to the effective date of the termination.