Assignment and Amendment. This Agreement may not be assigned by the Subadviser, and shall automatically terminate, without the payment of any penalty, in the event: (a) of its assignment, including any change in control of the Adviser or the Subadviser which is deemed to be an assignment under the 1940 Act, or (b) that the Advisory Agreement is assigned or terminates for any reason. Trades that were placed prior to such termination will not be canceled; however, no new trades will be placed after notice of such termination is received. Termination of this Agreement shall not relieve the Adviser or the Subadviser of any liability incurred hereunder. The terms of this Agreement shall not be changed unless such change is agreed to in writing by the parties hereto and is approved by the affirmative vote of a majority of the Trustees of the Trust voting in person, including a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, at a meeting called for the purpose of voting on such change, and (to the extent required by the 0000 Xxx) unless also approved at a meeting by the affirmative vote of the majority of outstanding voting securities of the Fund.
Assignment and Amendment. This Agreement may not be assigned without the express prior written consent of the State. This Agreement may not be amended except in writing, which writing shall be expressly identified as a part hereof, and be signed by an authorized representative of each of the parties hereto.
Assignment and Amendment. Notwithstanding anything herein to the contrary:
Assignment and Amendment. (a) None of the parties hereto may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties, provided that Parent or Purchaser may, at any time, assign all or any part of its rights and obligations under this Agreement without any such consent to any Affiliate of such party and provided further that such party shall not be relieved of its obligations hereunder and shall continue to be jointly and severally liable with such Affiliate for all of its obligations hereunder.
(b) This Agreement shall be binding upon, enure to the benefit of and be enforceable by each of Parent, Purchaser and the Securityholder and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person or entity other than Parent, Purchaser and the Securityholder and their respective successors or permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
(c) Except as expressly set forth herein, this Agreement (together with all other documents and instruments referred to herein) constitutes the entire agreement between Parent, Purchaser and the Securityholder with respect to the subject matter hereof and shall not be modified, amended or supplemented except upon the execution and delivery of a written agreement by Parent, Purchaser and the Securityholder.
Assignment and Amendment. This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the 0000 Xxx) or in the event of the termination of the Management Contract between the Trust and the Manager insofar as it applies to the Fund; provided, that such termination shall not relieve either party of any liability incurred hereunder. The terms of this Contract shall not be changed unless such change is approved in accordance with the requirements of the 1940 Act, and as such requirements may be modified by rule, regulation or order of the Securities and Exchange Commission (the "SEC").
Assignment and Amendment. This Agreement may not be transferred, assigned, pledged or hypothecated by any party without the prior written consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be changed or modified except by a written amendment hereto signed by all parties affected by such amendment.
Assignment and Amendment. A. Effective as of April 1, 2012 (the "Effective Date"), (i) the Trust hereby assigns and delegates and PI hereby accepts and assumes all rights and obligations of the Trust under the Agreement, and PI further agrees to be subject to all terms and conditions of the Agreement; (ii) Authorized Firm hereby consents to such assignment and delegation by the Trust to PI, releases the Trust from any and all obligations arising under the Agreement after the Effective Date; provided, however, that any actions or omissions of the Trust or Authorized Firm that occurred prior to the Effective Date shall continue to be governed by the terms of the Agreement, and Authorized Firm further agrees to continue to be bound by terms of the Agreement and to perform its obligations under the Agreement in favor of PI; and (iii) each of PI and Authorized Firm further agree that to the extent the foregoing assignment and delegation is deemed to be an "assignment" as defined in the Investment Company Act of 1940, such that the Agreement would terminate automatically as provided for therein, the Agreement is reformed, as amended herein, by and between PI and Authorized Firm as of the Effective Date.
B. Effective as of the Effective Date, the Agreement by and between PI and Authorized Firm is amended to provide the following: (i) PI shall be obligated to pay Authorized Firm the Service Fees in lieu of Trust paying such fees; (ii) the Service Fees payable to Authorized Firm shall be paid by PI only so long as the Plan is in effect; (iii) to the extent that the Agreement is deemed to be an agreement related to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 with respect to the Administrative Class Shares of a Portfolio, the requirements of Rule 12b-l(b) are incorporated by reference into the Agreement; (iv) notwithstanding clause (iii), PI and Authorized Firm further agree that the Service Fees are for administrative services only and do not constitute payment in any manner for investment advisory or distribution services; and (v) any references to National Association of Securities Dealers, Inc. shall be deleted and replaced with a reference to the Financial Industry Regulatory Authority.
C. The Trust, PI and Authorized Firm hereby waive their respective rights to any advance notice, delivery or other requirements for termination and/or amendments that are called for under the Agreement (to the extent not accomplished by the execution and delivery of this...
Assignment and Amendment. This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the 1940 Act); provided, that such termination shall not relieve either party of any liability incurred hereunder. The terms of this Contract shall not be changed unless such change is approved in accordance with the requirements of the 1940 Act, as such requirements are modified by rule, regulation, interpretation or order of the SEC.
Assignment and Amendment. This Agreement shall be binding upon and shall enure to the benefit of the Parties and their successors and assigns. This Agreement may not be assigned by a Party without the prior written consent of the other Party. Any amendment to this Agreement must be approved by both Parties in writing.
Assignment and Amendment. This Agreement shall not be assignable by any Party, and shall not be altered or otherwise amended except pursuant to a writing executed by all of the Parties hereto.
