TERMINATION AND BREACH This License Agreement shall be terminated: a) in the event of any affirmative act of insolvency by MARKETING; or b) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminated.
Amendment; Termination (a) This Addendum (including the Schedules hereto) may not be amended without the prior written consent of the Majority Japan Local Currency Banks hereunder and subject to the provisions of Section 8.01 of the Credit Agreement. (b) This Addendum may not be terminated without the prior written consent of each Japan Local Currency Bank party hereto, CFSC and CFKK unless there are no Japan Local Currency Advances or any other amounts outstanding hereunder, in which case no such consent of any Japan Local Currency Bank shall be required; provided, however, that this Addendum shall terminate on the date that the Credit Agreement terminates in accordance with its terms.
Renewal, Termination and Amendment This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.
Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.
TERM, TERMINATION AND AMENDMENT (a) This Agreement shall become effective on the date of its execution and shall remain in full force and effect until March 31, 2008 (the “Initial Term”) and shall automatically continue in full force and effect after the Initial Term on an annual basis thereafter unless the Administrators terminate or the Sub-Administrator/Accounting Agent terminates this Agreement by written notice to the Administrators or the Sub-Administrator/Accounting Agent, as applicable, at least three hundred and sixty-five (365) days prior to the expiration of the Initial Term or any annual term thereafter. If this Agreement is terminated by either party as provided in the immediately preceding sentence, the Sub-Administrator/Accounting Agent shall, at the request of the Administrators, continue to provide services hereunder for a period (the “Extension Period”) of one hundred and eighty (180) days after the date of termination under the immediately preceding sentence and the compensation payable to the Sub-Administrator/Accounting Agent for such Extension Period shall be (i) if this Agreement is terminated under the first sentence of this Section 15(a) by the Sub-Administrator/Accounting Agent, the compensation described on Schedule D attached hereto as in effect on the date of the commencement of the Extension Period, or (ii) if this Agreement is terminated under the first sentence of this Section 15(a) by the Administrators, one hundred and twenty-five percent (125%) of the compensation described on Schedule D attached hereto as in effect on the date of the commencement of the Extension Period for the duration of such Extension Period. (b) Notwithstanding the provisions of clause (a) herein, and subject to the provisions of clause (c) herein, within thirty (30) days of each Constructive Termination Date (as defined herein) the Administrators shall pay to the Sub-Administrator/Accounting Agent a fee (a “Termination Fee”) which is equal to 25% of the aggregate amount of fees which would have been payable to the Sub-Administrator/Accounting Agent under this Agreement with respect to the Terminated Funds, calculated in accordance with the Schedule D in effect on such Constructive Termination Date (as defined herein) but based on, in the case of the calculation of the sub-administration fees, the average assets of the Fund during the sixty (60) day period preceding its termination as a Fund hereunder, and for the greater of (A) three (3) years from such Constructive Termination Date or (B) the remainder of the Initial Term of this Agreement. For purposes of this Section 15, (i) a “Terminated Fund” is a Fund (A) to which an Administrator no longer furnishes administrative and/or fund accounting services as a result of the termination, expiration or non-renewal of the applicable administration, advisory or other service agreement by and between such Fund and the Administrator (an “Administration Agreement*), and the provision of services by the Sub-Administrator/Accounting Agent to any Administrator (or its affiliates) under this Agreement with respect to each such Fund is then eliminated or terminated; (B) that has not entered into a State Street Agreement as set forth in clause (c) below; and (C) with respect to which a Termination Fee has not been paid, and (ii) a “Constructive Termination Date” will occur (A) when the aggregate number of Terminated Funds since the date hereof equals 15% or more of the sum of (y) the aggregate number of Funds listed on Schedule A on the date hereof plus (z) the number of Funds added to Schedule A from time to time prior to such Constructive Termination Date and (B) thereafter, each time when the aggregate number of Terminated Funds since the last Constructive Termination Date equals 15% or more of the sum of (y) the aggregate number of Funds listed on Schedule A on the most recent Constructive Termination Date plus (z) the number of Funds added to Schedule A from time to time prior to the next Constructive Termination Date. (c) If, prior to the expiration of the Initial Term and on or before the thirtieth (30/th/) day after the most recent Constructive Termination Date, the Sub-Administrator/Accounting Agent is directly appointed by any Terminated Fund to perform such administrative and accounting services directly to such Fund pursuant to an agreement with substantially similar terms as this Agreement (the “State Street Agreement”), a term equal to or greater than the remaining portion of the Initial Term of this Agreement, and with a Fee Schedule comparable to the Fee Schedule currently in effect under this Agreement and attached as Schedule D with respect to the sub-administration services listed on Schedule X-x attached hereto and the sub-accounting services listed on Schedule B-3 attached hereto, then the Administrators shall not be required to include such Terminated Fund in the calculation of the Termination Fee then payable. Notwithstanding the provisions of subsection (c), however, in the event that the State Street Agreement is terminated by any Fund for any reason other than cause (such as the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers or employees) prior to March 31, 2008 (the expiration of the Initial Term under this Agreement), the Administrators shall pay to the Sub-Administrator/Accounting Agent, within thirty (30) days of such termination, a Termination Fee which is equal to 25% of the fees that would have been payable to the Sub-Administrator/Accounting Agent under this Agreement with respect to the relevant Terminated Fund, calculated in accordance with the Schedule D as in effect on the last day that such Terminated Fund was listed on Schedule A to this Agreement (but based on, in the case of the calculation of the sub-administration fees, the average assets of the fund during the sixty (60) day period prior to the termination), and for the remainder of the Initial Term of this Agreement. The amount of the termination fee, if any, payable and actually paid by such Terminated Fund to the Sub-Administrator/Accounting Agent in connection with the termination of, and as described in, the State Street Agreement shall reduce any fee payable by the Administrators under this subsection (c). (d) The portion of any Termination Fee payable with respect to a Terminated Fund under subsection (b) and the Termination Fee payable with respect to a Terminated Fund under subsection (c) hereof shall be reduced by 40% in the event that the Terminated Fund is or becomes, on or before the date that such Termination Fee is due, a part of any fund family not listed on Schedule A attached hereto, and for which the Sub-Administrator/Accounting Agent provides sub-administrative and sub-acconting services. (e) Termination of this Agreement with respect to a Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. Upon termination of this Agreement with respect to a Fund, and subject to the provisions of Section 7.2, Schedule A shall be amended to reflect the Funds subject to the terms of this Agreement. (f) Notwithstanding clause (d), the Administrators may terminate this Agreement (i) upon thirty (30) days’ written notice to the Sub-Administrator/Accounting Agent that the Sub-Administrator/Accounting Agent is in breach of this Agreement, and the Sub-Administrator/Accounting Agent within such period fails to cure such breach, (ii) upon intervention of bankruptcy or receivership with respect to the Sub-Administrator/Accounting Agent, or (iii) upon the execution by the Sub-Administrator/Accounting Agent of any assignment for the benefit of creditors. Any such termination shall be in addition to, and not in lieu of, any rights the Administrators may have at law or in equity against the Sub-Administrator/Accounting Agent. (g) Upon termination of this Agreement, the Administrators shall pay to the Sub-Administrator/Accounting Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination. (h) If a successor sub-administrator/accounting agent or administrator or accounting agent for any Fund shall be appointed by any Administrator or by a Fund, respectively, the Sub-Administrator/Accounting Agent stall upon termination of this Agreement with respect to that Fund use commercially reasonable efforts to transfer the records of such Fund to the designated successor sub-administrator/accounting agent or administrator or accounting agent for that Fund, as appropriate, to provide reasonable assistance to the applicable Administrator and that Fund’s designated successor sub-administrator/accounting agent or administrator or accounting agent, and to provide other information relating to its services provided hereunder (subject, in each case, to the recompense of the Sub-Administrator/Accounting Agent for such assistance at its standard rates and fees in effect at the time of such transfer). If no such successor sub-administrator/accounting agent or administrator or accounting agent shall be appointed for a Fund, the Sub-Administrator/Accounting Agent shall, upon receipt of Proper Instructions on or before the termination of this Agreement for such Fund, deliver such Fund’s property in accordance with such instructions. If no successor sub-administrator/accounting agent or administrator or accounting agent shall be appointed for a Fund and no Proper Instructions have been received, in each case, on or before the termination of this Agreement for such Fund, the Sub-Administrator/Accounting Agent shall upon such termination deliver to the Administrator of such Fund (or its successor), at the office of the Sub-Administrator/Accounting Agent, all property of such Fund. (i) This Agreement may be modified or amended from time to time by mutual written agreement of all parties hereto.
Early Termination and Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity the Early Termination Payment; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). (b) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).
Termination and Waiver SECTION 8.01. Termination....................................................76 SECTION 8.02.
Duration, Termination and Amendment (a) This Agreement shall be effective on the date set forth above, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.
Term Termination and Survival 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3. 9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate this Agreement upon written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;
Duration, Termination and Amendments This Agreement shall become effective as of the date first written above and shall continue in effect thereafter for two years. This Agreement shall continue in effect from year to year thereafter for so long as its continuance is specifically approved, at least annually, by: (i) a majority of the Board of Trustees or the vote of the holders of a majority of the Portfolio’s outstanding voting securities; and (ii) the affirmative vote, cast in person at a meeting called for the purpose of voting on such continuance, of a majority of those members of the Board of Trustees (“Independent Trustees”) who are not “interested persons” of the Trust or any investment adviser to the Trust. This Agreement may be terminated by the Trust or by Portfolio Manager at any time and without penalty upon sixty days written notice to the other party, which notice may be waived by the party entitled to it. This Agreement may not be amended except by an instrument in writing and signed by the party to be bound thereby provided that if the Investment Company Act requires that such amendment be approved by the vote of the Board, the Independent Trustees and/or the holders of the Trust’s or the Portfolio’s outstanding shareholders, such approval must be obtained before any such amendment may become effective. This Agreement shall terminate upon its assignment. For purposes of this Agreement, the terms “majority of the outstanding voting securities,” “assignment” and “interested person” shall have the meanings set forth in the Investment Company Act.
