Common use of Assignment and Third Party Beneficiaries Clause in Contracts

Assignment and Third Party Beneficiaries. 13.1 Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other than as provided in Section 14.1 below and Schedule 1.1(f). Neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

Appears in 35 contracts

Samples: Transfer Agency and Service Agreement (Morgan Stanley Institutional Fund Inc), Transfer Agency and Service Agreement (Morgan Stanley Institutional Fund Inc), Transfer Agency and Service Agreement (Morgan Stanley Institutional Fund Inc)

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Assignment and Third Party Beneficiaries. 13.1 14.1 Except as provided in Section 14.1 below15.1 below and the Additional Telephone Support Services Schedule 1.2(f) attached, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 14.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 14.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other Fund. Other than as provided in Section 14.1 below 15.1 and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments with third parties that are binding on the other party without the other party’s 's prior written consent.

Appears in 11 contracts

Samples: Transfer Agency and Service Agreement (Legg Mason Light Street Trust Inc), Transfer Agency and Service Agreement (Ssbciti Funds Inc), Transfer Agency and Service Agreement (Victory Variable Insurance Funds)

Assignment and Third Party Beneficiaries. 13.1 Except as provided in Section 14.1 below, below neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. For the avoidance of doubt, a transaction involving a merger or sale of substantially all of the assets of a Portfolio or a Fund shall not require the written consent of the Transfer Agent. 13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other Fund. Other than as provided in Section 14.1 below and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments with third parties that are binding on the other party without the other party’s 's prior written consent.

Appears in 10 contracts

Samples: Transfer Agency and Service Agreement (Hansberger Institutional Series), Transfer Agency and Service Agreement (IXIS Advisor Cash Management Trust), Transfer Agency and Service Agreement (IXIS Advisor Funds Trust IV)

Assignment and Third Party Beneficiaries. 13.1 Except as provided in Section 14.1 below, neither Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other than as provided in Section 14.1 below and Schedule 1.1(f)Fund. Neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

Appears in 8 contracts

Samples: Transfer Agency and Service Agreement (Smead Funds Trust), Transfer Agency and Service Agreement (1290 Funds), Transfer Agency and Service Agreement (1290 Funds)

Assignment and Third Party Beneficiaries. 13.1 Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the FundAdministrator on behalf of each Trust and the Portfolios, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the FundAdministrator on behalf of each Trust and the Portfolios. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other Administrator or any Trust. Other than as provided in Section 14.1 below and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

Appears in 7 contracts

Samples: Transfer Agency and Service Agreement, Transfer Agency Agreement, Transfer Agency and Service Agreement (PIMCO Managed Accounts Trust)

Assignment and Third Party Beneficiaries. 13.1 14.1 Except as provided in Section 14.1 belowSECTION 15.1 below and the Additional Telephone Support Services Schedule 1.2(f) attached, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 14.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 14.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other Fund. Other than as provided in Section 14.1 below SECTION 15.1 and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments with third parties that hat are binding on the other party without the other party’s 's prior written consent.

Appears in 4 contracts

Samples: Transfer Agency and Service Agreement (Emerging Germany Fund Inc), Transfer Agency and Service Agreement (RCM Equity Funds Inc), Transfer Agency and Service Agreement (RCM Capital Funds Inc /Md/)

Assignment and Third Party Beneficiaries. 13.1 14.1 Except as provided in Section 14.1 belowSECTION 15.1 below and the Additional Telephone Support Services Schedule 1.2(f) attached, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 14.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 14.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other Fund. Other than as provided in Section 14.1 below SECTION 15.1 and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments with third parties that are binding on the other party without the other party’s 's prior written consent.

Appears in 4 contracts

Samples: Transfer Agency and Service Agreement (Gam Funds Inc), Transfer Agency and Service Agreement (CDC MPT Funds), Transfer Agency and Service Agreement (RWB Funds Investment Trust)

Assignment and Third Party Beneficiaries. 13.1 Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the FundAdministrator on behalf of the Trust and the Portfolios, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the FundAdministrator on behalf of the Trust and the Portfolios. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other Administrator or the Trust. Other than as provided in Section 14.1 below and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

Appears in 3 contracts

Samples: Transfer Agency and Service Agreement (Pimco Variable Insurance Trust), Transfer Agency and Service Agreement (Pimco Funds), Transfer Agency and Service Agreement (Pimco Funds)

Assignment and Third Party Beneficiaries. 13.1 Except as provided in Section 14.1 belowbelow and the Additional Telephone Support Services Schedule 1.2(f) attached, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Sub-Transfer Agent and the FundTransfer Agent, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Sub-Transfer Agent and the FundTransfer Agent. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Sub-Transfer Agent and the Fund other Transfer Agent. Other than as provided in Section 14.1 below and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments with third parties that are binding on the other party without the other party’s 's prior written consent.

Appears in 2 contracts

Samples: Sub Transfer Agency and Service Agreement (Citifunds Trust Iii), Sub Transfer Agency and Service Agreement (Citifunds Trust I)

Assignment and Third Party Beneficiaries. 13.1 14.1 Except as provided in Section 14.1 below15.1 below and the Additional ------------ Telephone Support Services Schedule 1.2(f) attached, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 14.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 14.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other Fund. Other than as provided in Section 14.1 below 15.1 and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments ------------ with third parties that are binding on the other party without the other party’s 's prior written consent.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (William Blair Funds)

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Assignment and Third Party Beneficiaries. 13.1 Except as provided in Section SECTION 14.1 belowbelow and the Additional Telephone Support Services Schedule 1.2(f) attached, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Sub-Transfer Agent and the FundTransfer Agent, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Sub-Transfer Agent and the FundTransfer Agent. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Sub-Transfer Agent and the Fund other Transfer Agent. Other than as provided in Section SECTION 14.1 below and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments with third parties that are binding on the other party without the other party’s 's prior written consent.

Appears in 1 contract

Samples: Sub Transfer Agency and Service Agreement (Ark Funds/Ma)

Assignment and Third Party Beneficiaries. 13.1 14.1. Except as provided in Section 14.1 below15.1 below and the Additional Telephone Support Services Schedule 1.2(f) attached, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 14.2. Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent Agent, the Administrator, and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent Agent, the Administrator, and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 14.3. This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other Administrator or the Fund. Other than as provided in Section 14.1 below 15.1 and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments with third parties that are binding on the other party without the other party’s 's prior written consent.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Fixed Income Shares)

Assignment and Third Party Beneficiaries. 13.1 Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Provided, however, that upon ten (10) days written notice to the Transfer Agent, the Administrator may assign this Agreement to the Fund without consent. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the FundAdministrator on behalf of the Fund and the Portfolios, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the FundAdministrator on behalf of the Fund and the Portfolios. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other than as provided in Section 14.1 below and Schedule 1.1(f)Administrator or the Fund. Neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Allianz Global Investors Managed Accounts Trust)

Assignment and Third Party Beneficiaries. 13.1 Except as provided in Section SECTION 14.1 belowbelow and the Additional Telephone Support Services Schedule 1.2(f) attached, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the FundTrust, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the FundTrust. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other Trust. Other than as provided in Section SECTION 14.1 below and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments with third parties that are binding on the other party without the other party’s 's prior written consent.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Ark Funds/Ma)

Assignment and Third Party Beneficiaries. 13.1 14.1 Except as provided in Section 14.1 below15.1 below and the Additional Telephone ------------ Support Services Schedule 1.2(f) attached, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 14.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent Agent, the Administrator, and the FundTrust, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent Agent, the Administrator, and the FundTrust. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 14.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other Administrator or the Trust. Other than as provided in Section 14.1 below 15.1 and Schedule 1.1(f1.2(f). Neither , ------------ neither party shall make any commitments with third parties that are binding on the other party without the other party’s 's prior written consent.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Pimco Funds Multi Manager Series)

Assignment and Third Party Beneficiaries. 13.1 Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, such which consent shall not to be unreasonably withheld, conditioned or delayed. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund other Fund. Other than as provided in Section 14.1 below and Schedule 1.1(f1.2(f). Neither , neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (MARSHALL FUNDS INC D/B/a BMO FUNDS)

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