By Corporation. Except for that period of time following a Change of Control and during the term of the Severance Agreement, the Board of Directors may terminate the Officer's employment at any time, but any such termination by the Board of Directors, other than termination for cause, shall not prejudice the Officer's right to continue to receive payment of all compensation and the continuance of benefits for a period of 12 months from the effective date of termination or until such time as the Officer reaches 65 years of age (whichever is less) as provided below. The Officer shall have no right to receive compensation or other benefits (other than vested benefits) for any period after termination for "cause." Termination for cause shall mean termination because of the Officer's personal dishonesty, incompetence, willful material misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful material violation of an law, rule or regulation (other than traffic or traffic-related violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.
By Corporation. The Corporation shall provide and pay for all necessary repairs, maintenance and replacements, except as specified in paragraph (a) of this Article. The officers and employees of the Corporation shall have the right to enter the dwelling unit of the Member in order to effect necessary repairs, maintenance, and replacements, and to authorize entrance for such purposes by employees of any contractor, utility company, municipal agency, or others, at any reasonable hour of the day and in the event of emergency at any time.
By Corporation. The Corporation agrees to indemnify and hold harmless, to the extent permitted by law, the Holders, if applicable, and each Person who participates as an underwriter in the offerings or sale of the Designated Qualifiable Securities, their respective directors, officers, employees, partners, members, shareholders and agents and each Person who controls such Holder (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses (in each case, as they are incurred) arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” laws or any amendment thereto which contains or is alleged to contain, a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holders or the underwriter or underwriters); and (iii) non-compliance or alleged non-compliance by the Corporation with any of the Securities Laws in connection with a Secondary Qualification and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any information or statement referred to in clause (i) or (ii) of this subsection 4.2(a) has been furnished to the Corporation by the Holders in writing pursuant to subsection 3.2(a) or the underwriter or underwriters expressly for use therein; or (B) directly caused by any Holder’s or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws or (C) any amounts paid in settlement of any claim if such settlement is effected without the prior consent of the Corporation, which consent will not be unreasonably withheld, conditioned or delayed.
By Corporation. WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON. Upon termination of the Executive's employment pursuant to SECTION 5.1(D) OR (F), the Executive shall be entitled to the following severance benefits: (i) twelve (12) months' Base Salary at the then current rate, to be paid upon the date of termination of employment in monthly installments, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iii) payment on a prorated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive's termination of employment.
By Corporation. This Agreement is binding upon, and shall inure to the benefit of the Corporation, and any successors or assigns, and may be assigned in whole or in part by the Corporation, its successors and assigns.
By Corporation. The Board of Directors may terminate the Officer's employment at any time, but any termination by the Board of Directors, other than termination for cause, shall not prejudice the Officer's right to continue to receive payment of all compensation and the continuance of benefits for a period of 12 months from the effective date of termination or until such time as the Officer reaches 65 years of age (whichever is less) as provided below. The Officer shall have no right to receive compensation or other benefits (other than vested benefits) for any period after termination for "cause." Termination for cause shall mean termination because of the Officer's personal dishonesty, incompetence, willful material misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful material violation of an law, rule or regulation (other than traffic or traffic-related violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.
By Corporation. The CORPORATION shall hold the MEET DIRECTOR and its directors, officers, employees and agents (the “MEET DIRECTOR Indemnified Parties”) harmless from, and defend the MEET DIRECTOR Indemnified Parties against, any and all claims or liability for any injury or damage to any person or property whatsoever when such injury or damage shall be caused by the act, negligence, or fault of, or, omission of any duty with respect to the same by the CORPORATION, or its employees, which shall include training and competition.
By Corporation. The Corporation shall indemnify and hold harmless ITI and any affiliated companies from and against any and all claims, damages, or liability, including reasonable attorneys' fees and the costs and expense of any legal action, or prelude thereto, for libel, slander, invasion of privacy, securities law violations, improper trade practices, illegal competition, infringement of copyright or licenses (if not covered under Section 14 hereof), or any other wrongful conduct resulting from the dissemination of any information provided by customers of the Corporation and made available on the Network and not involving negligence or wrongful acts or omissions on the part of ITI.
By Corporation. Corporation, acting through its Board of Directors, may terminate this Agreement immediately upon written notice to Employee only for "cause." For purposes of this Agreement, such termination shall be deemed for "cause" only if it is by reason of Employee's commission of willful and material acts of neglect, dishonesty, fraud or other acts involving moral turpitude which materially and adversely affect the business or affairs of Corporation. If such termination is for "cause," then all of the rights, duties and obligations of the parties under this Agreement shall cease upon the effective date of termination. If such termination is for any reason other than for "cause," then all of the rights, duties and obligations of the parties under this Agreement shall cease upon the effective date of termination, except that Corporation shall pay to Employee a sum equal to the greater of (i) twelve months' base salary, or (ii) that number of months of base salary which is equal to the number of months remaining on the Term of this Agreement as of the date of termination.
By Corporation. The Corporation shall provide and pay for all other necessary repairs, maintenance and replacements, except as specified in Section 10.1 of this Article. Such other repairs, maintenance and replacements shall encompass the roof, siding, water heater, air conditioning/heating unit and furnace. The officers, employees and General Manager of the Corporation shall have the right to enter the Member’s dwelling unit in order to effect necessary repairs, maintenance, and replacements, and may authorize entrance for such purposes by employees of any contractor, utility company, municipal agency, or others at any reasonable hour of the day and, in the event of emergency, at any time. Members shall provide the General Manager with a set of keys to their unit that will be kept in a locked key box and be available to the General Manager in order to complete repairs or in case of emergencies. Any expenses incurred for locksmith fees if member fails to provide said keys shall be the Member’s responsibility.
