Termination for Cause If the Executive's employment is terminated for Cause, the Company shall pay to the Executive all base salary, when due, through the Date of Termination at the then current rate in effect at the time the Notice of Termination (as defined in Section 4(f)) is given plus, all other amounts and benefits to which the Executive is entitled under any pension plan, retirement savings plan, equity participation plan, stock purchase plan, medical benefits and other benefits of the Company or provided by law, at the time such payments are due and the Company shall have no further obligations to the Executive under this Agreement. Without waiving any rights the Company may have hereunder or otherwise, the Company hereby expressly reserves its rights to proceed against the Executive for damages in connection with any claim or cause of action that the Company may have arising out of or related to the Executive's employment hereunder. "CAUSE" shall mean (a) the Executive's willful and continued failure to substantially perform the Executive's duties with the Company (other than any such failure resulting from an incapacity due to physical or mental illness or any such actual or anticipated failure after the Executive's issuance of a Notice of Termination (as defined in Section 4(d)) for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties, (b) the Executive's willful and continued failure to substantially follow and comply with the specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from an incapacity due to physical or mental illness or any such actual or anticipated failure after the Executive's issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially followed or complied with the directives of the Board, (c) the Executive's willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Company, or (d) the Executive's willful engagement in illegal conduct or gross misconduct, in each case which is materially and demonstrably injurious to the Company. For purposes of this Section 4(a), no act, or failure to act, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith. Notwithstanding the foregoing, the Executive shall not be deemed terminated for Cause pursuant to this section unless and until there shall have been delivered to the Executive 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 (after reasonable notice to the Executive, an opportunity for the Executive, together with counsel, to be heard before the Board and a reasonable opportunity to cure), finding that in the Board's good faith opinion, the Executive was guilty any of the conduct set forth above in this section and specifying the particulars thereof in reasonable detail.
Termination This Agreement may be terminated at any time prior to the Closing:
Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.
Term and Termination Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2005 through June 30, 2006. This Agreement may be terminated by Contractor, the Human Services Agency Director or his/her designee at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party. This Agreement may be terminated by the Human Services Agency Director or his/her designee immediately and without notice if such termination is for good cause. For the purposes of this Agreement, “good cause” shall mean a material breach of the Agreement. Nothing in this provision shall prevent the County from terminating the Agreement as specified in other provisions hereto including, but not limited to, termination due to the unavailability of funds (Section 6), the Contractor’s unauthorized assignment of the Agreement to a third-party (Section 12), the Contractor’s failure to take out and maintain adequate insurance (Section 13), and/or the Contractor’s failure to comply with anti-discrimination or other laws (Sections 14-15). In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that portion of the full payment which is determined by comparing the work/services completed to the work/services required by the Agreement.
Termination for Convenience The Contract may be terminated by the Department in whole or in part at any time, in the best interest of the State of Florida. If the Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the Contract price as the amount of work satisfactorily performed. All work in progress will become the property of the Customer and will be turned over promptly by the Contractor.
DURATION OF AGREEMENT All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.
Survival Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
Limitation of Liability The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.