Termination by the NSAM Sub-Advisor Sample Clauses

Termination by the NSAM Sub-Advisor. At the sole option of the NSAM Sub-Advisor, the NSAM Sub-Advisor may terminate this Agreement (i) immediately for Cause; (ii) upon the bankruptcy of the Sub-Advisor; (iii) immediately if RXR issues a Forced Sale/Offer Notice pursuant to Section 5.7 of the NS/RXR Strategic Agreement; (iv) after NRF issues a Forced Sale/Offer Notice pursuant to Section 5.7 of the NS/RXR Strategic Agreement (“NRF Notice”) if the NSAM Sub-Advisor reasonably determines in good faith that the pipeline of acquisition opportunities provided by the Sub-Advisor following NRF Notice (A) is substantially less than before NRF Notice or (B) does not represent sufficient transactions under executed purchase and sale agreements, executed term sheets, or other transactions supported by written documentation to generate sufficient cash flow to cover the rate of distributions paid immediately prior to NRF Notice; or (v) after the Post NRF Holding Date if the NSAM Sub-Advisor reasonably determines in good faith that the pipeline of acquisition opportunities provided by the Sub-Advisor following the Post NRF Holding Date (A) is substantially less than before the Post NRF Holding Date or (B) does not represent sufficient transactions under executed purchase and sale agreements, executed term sheets, or other transactions supported by written documentation to generate sufficient cash flow to cover the rate of distributions paid immediately prior to the Post NRF Holding Date. The NSAM Sub-Advisor shall provide written notice of termination to the Sub-Advisor of this Agreement pursuant to the immediately preceding sub-clauses (iv)(A), (iv)(B), (v)(A) or (v)(B) (the “Section 10.02 Termination Notice”), which Section 10.02 Termination Notice shall be effective sixty (60) days following the date of delivery to the Sub-Advisor of the Section 10.02 Termination Notice; provided, that if the Sub-Advisor shall have cured, in the sole determination of the NSAM Sub-Advisor, exercised in good faith, the non-performance giving rise to the Section 10.02 Termination Notice prior to the effective date of the Section 10.02 Termination Notice, then the Section 10.02 Termination Notice shall be deemed withdrawn by the NSAM Sub-Advisor.
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Related to Termination by the NSAM Sub-Advisor

  • Termination by the Company Other than for Cause (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

  • Termination by the Company for Cause The Executive’s employment under this Agreement may be terminated by the Company for Cause at any time upon written notice to the Executive without further liability on the part of the Company. For purposes of this Agreement, a termination shall be for Cause if:

  • Termination by the Company for Just Cause 7.2 The Company may terminate the employment of the Executive under this Agreement summarily, without any notice or any payment in lieu of notice, for Just Cause.

  • Termination by the Company with Cause The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"):

  • Termination by the Company for Cause; Termination by the Executive without Good Reason (a) For purposes of this Agreement, “

  • Termination by the Company Without Cause The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.

  • Termination by the Company Subject to Section 13(f) hereof, the Company shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement.

  • Termination by the Consultant The Consultant may terminate the provision of his services under this Agreement on not less than 30 days' notice to the Company, in which case the obligations of the Company will be the same as though the services were terminated for cause.

  • Termination by the Company without Cause; Termination by the Executive for Good Reason (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive,

  • Termination by the Company for Cause or by the Executive without Good Reason The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

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