Common use of Automatic Termination; Rights of Parties to Terminate Clause in Contracts

Automatic Termination; Rights of Parties to Terminate. This Agreement and the Services Period will terminate prior to the Expiration Date upon the occurrence of any the following: (i) the death or disability of Adviser; (ii) termination by AFC of Adviser’s services under this Agreement “for cause,” as defined in Section 3(c) below, by action of a majority of the entire Board; (iii) termination by Adviser of this Agreement, for any reason or no reason, upon not less than thirty (30) days’ written notice to AFC; or (iv) the mutual agreement of AFC and Adviser to terminate this Agreement, as of any date. In the event of any termination under the preceding sentence, neither AFC nor Adviser shall have any continuing obligation or liability to the other party under this Agreement after the date of termination, other than (x) the obligation of AFC to pay to Adviser the fees owed to Adviser under Section 5 through the date of such termination and to reimburse Adviser for reimbursable expenses incurred by Adviser under Section 4(b) through the date of such termination, (y) the obligation of Adviser to keep certain matters confidential and to return to the Company certain documents and information under Section 6, and (z) the obligation of AFC to indemnify Adviser under Section 7. For purposes of this Agreement, AFC may terminate Adviser’s services hereunder “for cause” as a result of any of the following, after notice thereof to Adviser and an opportunity for a hearing before the full Board, if so requested by Adviser: (i) Adviser’s willful dishonesty, fraud or misconduct in the performance of his services for the Company under this Agreement or in any other capacity in which he may serve the Company from time to time; (ii) Adviser’s conviction of a felony or other crime involving moral turpitude; or (iii) the issuance by a regulatory agency having jurisdiction over AFC or the Bank of an enforcement order or directive requiring termination of this Agreement.

Automatic Termination; Rights of Parties to Terminate. This Agreement and the Services Period will terminate prior to the Expiration Date upon the occurrence of any the following: (i) the death or disability of Adviser; (ii) termination by AFC of Adviser’s services under this Agreement “for cause,” as defined in Section 3(c) below, by action of a majority of the entire Board; (iii) termination by Adviser of this Agreement, for any reason or no reason, upon not less than thirty (30) days’ written notice to AFC; or (iv) the mutual agreement of AFC and Adviser to terminate this Agreement, as of any date. In the event of any termination under the preceding sentence, neither AFC nor Adviser shall have any continuing obligation or liability to the other party under this Agreement after the date of termination, other than (x) the obligation of AFC to pay to Adviser the fees owed to Adviser under Section 5 through the date of such termination and to reimburse Adviser for reimbursable expenses incurred by Adviser under Section 4(b) through the date of such termination, (y) the obligation of Adviser to keep certain matters confidential and to return to the Company certain documents and information under Section 6, and (z) the obligation of AFC to indemnify Adviser under Section 7. For purposes of this Agreement, AFC may terminate Adviser’s services hereunder “for cause” as a result of any of the following, after notice thereof to Adviser and an opportunity for a hearing before the full Board, if so requested by Adviser: (i) Adviser’s willful dishonesty, fraud or misconduct in the performance of his services for the Company under this Agreement or in any other capacity in which he may serve the Company from time to time-to-time; (ii) Adviser’s conviction of a felony or other crime involving moral turpitude; or (iii) the issuance by a regulatory agency having jurisdiction over AFC or the Bank of an enforcement order or directive requiring termination of this Agreement.

Automatic Termination; Rights of Parties to Terminate. This Agreement and the Services Period will terminate prior to the Expiration Date upon the occurrence of any the following: (i) the death or disability of Adviser; (ii) termination by AFC of Adviser’s services under this Agreement 's Services hereunder “for cause,” as defined in Section 3(c) below, by action of a majority of the entire Board; (iii) termination by either AFC or Adviser of this Agreement, for any reason or no reason, upon not less than thirty (30) days’ ' prior written notice to AFCthe other party hereto; or (iv) the mutual agreement of AFC and Adviser to terminate this Agreement, as of any date. In the event of any termination under the preceding sentence, neither AFC nor Adviser shall have any continuing obligation or liability to the other party under this Agreement after the date of termination, other than (xw) the obligation of AFC to pay to Adviser a pro rata portion of the fees annual fee owed to Adviser under Section 5 through the date of such termination, based on the number of days in such calendar year that shall have expired through such date of termination and to reimburse Adviser for reimbursable expenses incurred by Adviser under Section 4(b5(b) through the date of such termination, (yx) the obligation of Adviser to keep certain matters confidential and to return to the Company AFC certain documents and information under Section 6, (y) the obligation of Adviser to cooperate under Section 6(b), and (z) the obligation of AFC to indemnify Adviser under Section 7. For purposes of this Agreement, AFC may terminate Adviser’s services hereunder this Agreement “for cause” as a result of any of the following, after notice thereof to Adviser and an opportunity for a hearing before the full Board, if so requested by Adviser: (i) Adviser’s any willful dishonestymisconduct by Adviser which is materially injurious to AFC or its affiliates, fraud monetarily or misconduct in the performance of his services for the Company under this Agreement or in any other capacity in which he may serve the Company from time to timeotherwise; (ii) Adviser’s conviction any failure by Adviser substantially to follow and perform any reasonable directions of the CEO or the Board (other than failure resulting from disability or death), within thirty (30) days after delivery to Adviser by the CEO or the Board of a felony written demand for substantial performance, which written demand shall specifically identify the manner in which the CEO or other crime involving moral turpitudethe Board believes that Adviser has not substantially followed and performed such directions; or (iii) any inability of Adviser to perform any substantial portion of the issuance Services, by a reason of any order of any regulatory authority or agency having jurisdiction over AFC or its affiliates directly prohibiting such performance; or (iv) intentionally providing false or misleading information to, or otherwise misleading, the Bank of an enforcement order CEO, the Board or directive requiring termination of this Agreementany committee thereof.

Automatic Termination; Rights of Parties to Terminate. This Agreement and the Services Period will terminate prior to the Expiration Date upon the occurrence of any the following: (i) the death or disability of Adviserthe Professional; (ii) termination by AFC of Adviserthe Professional’s services under this Agreement “for cause,” as defined in Section 3(c) below, by action of a majority of the entire Board; (iii) termination by Adviser either AFC or the Professional of this Agreement, for any reason or no reason, upon not less than thirty fourteen (3014) days’ written notice to AFCthe other party hereto; or (iv) the mutual agreement of AFC and Adviser the Professional to terminate this Agreement, as of any date. In the event of any termination under the preceding sentence, neither AFC nor Adviser the Professional shall have any continuing obligation or liability to the other party under this Agreement after the date of termination, other than (xw) the obligation of AFC to pay to Adviser the Professional the fees owed to Adviser the Professional under Section 5 through the date of such termination and to reimburse Adviser the Professional for reimbursable expenses incurred by Adviser the Professional under Section 4(b) through the date of such termination; (x) the obligation of the Professional to return any equipment provided to the Professional under Section 4, (y) the obligation of Adviser the Professional to keep certain matters confidential and to return to the Company AFC certain documents and information under Section 6, ; and (z) the obligation of AFC to indemnify Adviser the Professional under Section 7; provided, however, in the event of a termination “for cause”, AFC shall be entitled to pursue any and all rights and remedies available to it at law or in equity. For purposes of this Agreement, AFC may terminate Adviserthe Professional’s services hereunder “for cause” as a result of any of the following, after notice thereof to Adviser and an opportunity for a hearing before the full Board, if so requested by Adviser: (iA) Adviser’s any willful dishonestymisconduct by the Professional which is materially injurious to AFC or its affiliates, fraud monetarily or misconduct in otherwise; (B) any willful failure by Professional to follow the performance reasonable directions of his services the Chief Executive Officer or President of AFC; (C) any failure by the Professional substantially to perform any reasonable directions of the Chief Executive Officer or President of AFC (other than failure resulting from disability or death), within fourteen (14) days after delivery to the Professional by the Chief Executive Officer or President of AFC of a written demand for substantial performance, which written demand shall specifically identify the Company under this Agreement or in any other capacity manner in which he may serve the Company from time to timeChief Executive Officer or President of AFC believes that the Professional has not substantially performed; (iiD) Adviserany inability of the Professional perform any substantial portion of Professional’s conviction duties hereunder, by reason of a felony any order of any regulatory authority or other crime involving moral turpitude; or (iii) the issuance by a regulatory agency having jurisdiction over AFC or its affiliates, or by reason of the Bank Professional’s employment with another organization, as set forth in Section 8(c); or (E) intentional provision of an enforcement order any false or directive requiring termination misleading information to, or otherwise misleading, the Chief Executive Officer or President of this AgreementAFC or any committee thereof.

Automatic Termination; Rights of Parties to Terminate. This Agreement and the Services Period will terminate prior to the Expiration Date upon the occurrence of any the following: (i) the death or disability of Adviser; (ii) termination by AFC of Adviser’s services under this Agreement Services hereunder “for cause,” as defined in Section 3(c) below, by action of a majority of the entire Board; (iii) termination by either AFC or Adviser of this Agreement, for any reason or no reason, upon not less than thirty (30) days’ prior written notice to AFCthe other party hereto; or (iv) the mutual agreement of AFC and Adviser to terminate this Agreement, as of any date. In the event of any termination under the preceding sentence, neither AFC nor Adviser shall have any continuing obligation or liability to the other party under this Agreement after the date of termination, other than (xw) the obligation of AFC to pay to Adviser a pro rata portion of the fees annual fee owed to Adviser under Section 5 through the date of such termination, based on the number of days in such calendar year that shall have expired through such date of termination and to reimburse Adviser for reimbursable expenses incurred by Adviser under Section 4(b5(b) through the date of such termination, (yx) the obligation of Adviser to keep certain matters confidential and to return to the Company AFC certain documents and information under Section 6, (y) the obligation of Adviser to cooperate under Section 6(b), and (z) the obligation of AFC to indemnify Adviser under Section 7. For purposes of this Agreement, AFC may terminate Adviser’s services hereunder this Agreement “for cause” as a result of any of the following, after notice thereof to Adviser and an opportunity for a hearing before the full Board, if so requested by Adviser: (i) Adviser’s any willful dishonestymisconduct by Adviser which is materially injurious to AFC or its affiliates, fraud monetarily or misconduct in the performance of his services for the Company under this Agreement or in any other capacity in which he may serve the Company from time to timeotherwise; (ii) Adviser’s conviction any failure by Adviser substantially to follow and perform any reasonable directions of the CEO or the Board (other than failure resulting from disability or death), within thirty (30) days after delivery to Adviser by the CEO or the Board of a felony written demand for substantial performance, which written demand shall specifically identify the manner in which the CEO or other crime involving moral turpitudethe Board believes that Adviser has not substantially followed and performed such directions; or (iii) any inability of Adviser to perform any substantial portion of the issuance Services, by a reason of any order of any regulatory authority or agency having jurisdiction over AFC or its affiliates directly prohibiting such performance; or (iv) intentionally providing false or misleading information to, or otherwise misleading, the Bank of an enforcement order CEO, the Board or directive requiring termination of this Agreementany committee thereof.