Transition Period Obligations Sample Clauses

Transition Period Obligations. Executive agrees to remain an employee of NMHC to provide transition and other services for a period of six (6) months following the occurrence of a Change in Control (such six (6) month period, the “Transition Period”) as requested by NMHC. The parties agree that NMHC will incur damages in the event that (i) a Change in Control occurs during the Term and (ii) Executive’s employment with NMHC terminates at any time during the Transition Period for any reason other than a Permitted Termination Event. The amount of damages to be sustained by NMHC are uncertain and would be difficult to ascertain. Therefore, in the event that (i) a Change in Control occurs during the Term and (ii) Executive’s employment with NMHC terminates at any time during the Transition Period for any reason other than a Permitted Termination Event, then Executive shall pay to NMHC, within two (2) business days following the date of termination, the Transition Period Default Payment. As used herein, the “Transition Period Default Payment” means an amount equal to thirty percent (30%) of the Accelerated Restricted Stock Value. As used herein, “Accelerated Restricted Stock Value” means an amount equal to the value (computed using the value per share of NMHC Common Stock at the effective time of the Change in Control) of the number of shares of Common Stock granted to Executive under the Restricted Stock Agreement between NMHC and Executive dated November 13, 2007 with respect to which lapsing of restrictions and vesting accelerated pursuant to the Change in Control. The parties believe that payment of the Transition Period Default Payment is the reasonable estimate of the loss of revenues, costs of recruiting a replacement for Executive to provide transition services following a Change in Control, and related expenses and is reasonable compensation to NMHC for these damages. Executive promises to pay, and NMHC agrees to accept, the Transition Period Default Payment as liquidated damages, and not as a penalty, if Executive’s employment shall terminate at any time during the Transition Period for any reason other than a Permitted Termination Event. NMHC may setoff any amount to which it may be entitled under this Section against amounts otherwise payable to Executive to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4)(xiii). The exercise of such right of setoff by NMHC in good faith, whether or not ultimately determined to be justified, will not constitute an event of defaul...
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Transition Period Obligations. During the Transition Period: 810 Section 2.4.1. The Parties shall cooperate to fulfill the Conditions Precedent. The 811 Developer shall prepare and submit to the Smithsonian for review at least sixty (60) days prior to 812 the anticipated Effective Date a plan describing in detail the process that the Developer will use to 813 coordinate with the Smithsonian and fulfill the Developer’s Conditions Precedent during the 814 Transition Period (the “Transition Management Plan”). The Developer shall comply with terms 815 of the Smithsonian approved Transition Management Plan. 816 Section 2.4.2. The Developer shall diligently work with the Smithsonian, and the 817 Smithsonian shall cooperate with the Developer, to ensure a transition of operational control of 818 the Parking System on the Effective Date from the Smithsonian to the Developer without any 819 interruption in the provision of parking operations at the NZP. In this regard, the Developer shall 820 prepare and submit to the Smithsonian as part of its Transition Management Plan in accordance 821 with Section 2.4.1 above a draft plan describing in detail how parking operations will be transferred 822 from the Smithsonian to the Developer on the Effective Date in an efficient and orderly manner 823 and with minimal impact on ongoing NZP operations (the “Parking Transition Plan”). The 824 Developer shall promptly deliver to the Smithsonian one or more revisions of such Parking 825 Transition Plan as may be required after discussing such draft Parking Transition Plan with the 826 Smithsonian. The Developer shall comply with the terms of the Smithsonian approved Parking 827 Transition Plan. 828 Section 2.4.3. If and to the extent reasonably requested by the Developer, the 829 Smithsonian agrees and undertakes to provide reasonable assistance to the Financing Party, or any 830 representatives or advisors thereof, in connection with any due diligence relating to the Financing 831 Documents performed by, or on behalf of, the Financing Party. In accordance with Section 2.6.4 832 below, the Developer shall, during the Transition Period, update the financial plan submitted by 833 the Developer pursuant to the RFP to reflect committed financing for the Project (the “Financial 834 Plan”). Such final Financial Plan shall be subject to the written approval of the Smithsonian, and, 835 upon written approval by the Smithsonian, shall be binding on the Developer. The Developer shall 836 comply with the terms of the Smit...
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Transition Period Obligations. During the Transition Period, MDC and Affymax shall cooperate to complete on a timely basis the transfer to MDC of all Licensed Know-How in Affymax's possession according to a mutually agreed schedule. Without limitation, the technology and technical support listed on Exhibit D shall be transferred to MDC during the Transition Period. Additionally, as part of such technology transfer, Affymax shall (i) arrange for [*], or another appropriate individual reasonably acceptable to MDC, to provide to MDC up to [*] hours per week, for up to a total of [*] hours, of consulting services as reasonably necessary to facilitate such technology transfer, and (ii) assist in the design of a testing plan to compare the TLLS in Affymax's possession on the Effective Date against the [*], and shall provide all reasonable assistance to MDC in performing such studies.
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Transition Period Obligations. Executive agrees to remain an employee of NMHC to provide transition and other services for a period of six (6) months following the occurrence of a Change in Control (such six (6) month period, the “Transition Period”) as requested by NMHC. The parties agree that NMHC will incur damages in the event that (i) a Change in Control occurs during the Term and (ii) Executive’s employment with NMHC terminates at any time during the Transition Period for any reason other than a Permitted Termination Event. The amount of damages to be sustained by NMHC are uncertain and would be difficult to ascertain. Therefore, in the event that (i) a Change in Control occurs during the Term and (ii) Executive’s employment with NMHC terminates at any time during the Transition Period for any reason other than a Permitted Termination Event, then Executive shall
Sample 1
Transition Period Obligations. Executive agrees to remain an employee of NMHC to provide transition and other services during the Transition Period. The parties agree that NMHC will incur damages in the event that (i) a Change in Control occurs during the Term and (ii) Executive’s employment with NMHC terminates at any time during the Transition Period for any reason other than a Permitted Termination Event. The
Sample 1

Related to Transition Period Obligations

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Post-Termination Period Because of the difficulty of establishing when any idea, process or invention is first conceived or developed by the Employee, or whether it results from access to Confidential Information or the Company’s equipment, facilities, and data, the Employee agrees that any idea, invention, research, plan for products or services, marketing plan, computer software (including, without limitation, source code), computer program, original work of authorship, character, know-how, trade secret, information, data, developments, discoveries, technology, algorithm, design, patent or copyright, or any improvement, rights, or claims relating to the foregoing, shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited or reduced to practice by the Employee or with the aid of the Employee within one (1) year after termination of employment. The Employee can rebut the above presumption if he proves the idea, process or invention (i) was first conceived or developed after termination of employment, (ii) was conceived or developed entirely on the Employee’s own time without using the Company’s equipment, supplies, facilities, personnel or Confidential Information, and (iii) did not result from or is not derived directly or indirectly, from any work performed by the Employee for the Company or from work performed by another employee of the Company to which the Employee had access.

  • Effective Period Termination This Agreement shall become effective as of the date of its execution and shall continue in full force and effect until terminated as hereinafter provided. This Agreement may be terminated by each Investment Company, on behalf of a Fund, or by the Custodian by 90 days notice in Writing to the other provided that any termination by an Investment Company shall be authorized by a resolution of the Board, a certified copy of which shall accompany such notice of termination, and provided further, that such resolution shall specify the names of the persons to whom the Custodian shall deliver the assets of the affected Funds held by the Custodian. If notice of termination is given by the Custodian, the affected Investment Companies shall, within 90 days following the giving of such notice, deliver to the Custodian a certified copy of a resolution of the Boards specifying the names of the persons to whom the Custodian shall deliver assets of the affected Funds held by the Custodian. In either case the Custodian will deliver such assets to the persons so specified, after deducting therefrom any amounts which the Custodian determines to be owed to it hereunder (including all costs and expenses of delivery or transfer of Fund assets to the persons so specified). If within 90 days following the giving of a notice of termination by the Custodian, the Custodian does not receive from the affected Investment Companies certified copies of resolutions of the Boards specifying the names of the persons to whom the Custodian shall deliver the assets of the Funds held by the Custodian, the Custodian, at its election, may deliver such assets to a bank or trust company doing business in the State of California to be held and disposed of pursuant to the provisions of this Agreement or may continue to hold such assets until a certified copy of one or more resolutions as aforesaid is delivered to the Custodian. The obligations of the parties hereto regarding the use of reasonable care, indemnities and payment of fees and expenses shall survive the termination of this Agreement.

  • Facility Termination Date Any outstanding Loans and all other unpaid Obligations (other than contingent indemnity obligations) shall be paid in full by the Borrower on the Facility Termination Date. Notwithstanding the termination of this Agreement on the Facility Termination Date, until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies under this Agreement and the other Loan Documents shall survive.

  • Retention Period The Engineer shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and services provided (hereinafter called the Records). The Engineer shall make the records available at its office during the contract period and for seven (7) years from the date of final payment under this contract, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last.

  • Termination Date, Etc “Termination Date” shall mean in the case of the Executive’s death, his date of death, or in all other cases, the date specified in the Notice of Termination subject to the following:

  • POST-TERMINATION OBLIGATIONS All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with this Section 9 for one (1) full year after the earlier of the expiration of this Agreement or termination of Executive's employment with the Holding Company. Executive shall, upon reasonable notice, furnish such information and assistance to the Holding Company as may reasonably be required by the Holding Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party.

  • Post-Employment Obligations In consideration of the covenants of the Company herein, the Executive agrees as follows:

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