COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will continue in force until terminated in accordance with the provisions herein. 10.2 This Agreement will terminate without penalty as to one or more Portfolios: (a) at any time from the date hereof upon 60 days' written notice; (b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will furnish prompt written notice of election to terminate and termination will be effective upon receipt of written notice by the other Parties; (c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties; (d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein; (e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein; (f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party; (g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties; (h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination; (i) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties; (j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or (k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Article. 10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable. 10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 4 contracts
Samples: Participation Agreement (Phoenix Life Variable Accumulation Account), Participation Agreement (Phlvic Variable Universal Life Account), Participation Agreement (PHL Variable Accumulation Account)
COMMENCEMENT AND TERMINATION. 10.1 11.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 11.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' written notice;
(b) at the option of Insurance Company if it determines that shares Shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of Shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another's breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will XI shall not affect the operation of Articles V VI or IX of this Agreement and such expense and indemnification provisions will survive any termination X of this Agreement. The Parties agree that any termination pursuant to Article VI will VII shall be governed by that Article.
10.3 11.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares Shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if Fund so elects to make additional Portfolio Shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional shares hereunder will a termination of this Agreement pursuant to Section 11.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio Shares available after such termination. If Portfolio Shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 11.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 11.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares Shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 4 contracts
Samples: Fund Participation Agreement (Allianz Life of Ny Variable Account C), Fund Participation Agreement (Allianz Life Variable Account B), Fund Participation Agreement (Allianz Life Variable Account B)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' written notice;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard Asset Management LLC or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another's breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 Xxx1940 Act) of this Agreement, unless made with the written xxxxxxx consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if Fund so elects to make additional Portfolio shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional a termination of this Agreement pursuant to Section 10.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio shares hereunder will available after such termination. If Portfolio shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 3 contracts
Samples: Fund Participation Agreement (Lazard Retirement Series Inc), Fund Participation Agreement (Lazard Retirement Series Inc), Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 11.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 11.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' ’ written notice;
(b) at the option of Insurance Company if it determines that shares Shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of Shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another’s breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will XI shall not affect the operation of Articles V VI or IX of this Agreement and such expense and indemnification provisions will survive any termination X of this Agreement. The Parties agree that any termination pursuant to Article VI will VII shall be governed by that Article.
10.3 11.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares Shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, if Fund so elects to make additional Portfolio Shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional shares hereunder will a termination of this Agreement pursuant to Section 11.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio Shares available after such termination. If Portfolio Shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 11.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 11.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares Shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 2 contracts
Samples: Fund Participation Agreement (MEMBERS Horizon Variable Separate Account), Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' written notice;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard Asset Management LLC or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another's breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if Insurance Company so elects to make additional Portfolio shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any a termination of this AgreementAgreement pursuant to Section 10.2 hereof, Insurance Company, as promptly as is practicable under the circumstances, shall notify Fund of Insurance Company's election to continue to make Portfolio shares available after such termination. If Portfolio shares continue to be made available after such termination, the Parties agree to cooperate and give reasonable assistance to one another provisions of this Agreement shall remain in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolioeffect.
Appears in 2 contracts
Samples: Fund Participation Agreement (Empire Fidelity Investments Variable Annuity Account A), Fund Participation Agreement (Fidelity Investments Variable Annuity Account I)
COMMENCEMENT AND TERMINATION. 10.1 A. This Agreement will be effective continuous and will take effect at 12:01 A.M., Atlantic Time, July 1, 2014, and will apply to the Business Covered from the inception date of this Agreement through to June 30, 2015 (the “Agreement Year”), and will remain in effect continuously until MSRE has fully performed it obligations thereunder.
B. PRe’s liability will commence simultaneously with that of MSRE, on a “Policies Attaching” basis, meaning that coverage applies as respects each Original Policy assumed by MSRE pursuant to a Cedent Reinsurance Agreement written or renewed on or after the inception date of this Agreement and prior to the date of Termination of this Agreement. This Agreement will apply to the Original Policy term, including the run-off period. Coverage provided under this Agreement will follow the same terms and conditions of the date first applicable Original Policy.
C. After the Agreement Year, this Agreement is renewable with the prior written above consent of both Parties on an annual basis, and will continue remain in force until terminated in accordance all risks associated with the provisions herein.
10.2 This Agreement will terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' written notice;
(b) at the option of Insurance Company if it determines that shares of any Portfolio Business Covered are not reasonably available to meet the requirements of the Contracts; Insurance Company will furnish prompt written notice of election to terminate and termination will be effective upon receipt of written notice by the other Parties;
(c) at the option of any Party other than Fund, in the event that (i) off-risk (meaning that there are no longer any obligations owed to the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(hCedent) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued included in a commutation and/or loss portfolio transfer agreement executed between MSRE and PRe or sold in accordance with applicable federal law, or between such law precludes the use of such shares other parties as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by Parties may agree in writing.
D. In the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or that any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between Fundfollowing circumstances occur, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating either Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to may terminate this Agreement, and, if after considering the actions taken Agreement at any time by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;
thirty (i30) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund the other Party (any such event, either on an individual basis or in concert with one or more such events, is referred to herein as a “Termination Event”):
(i) Either Party fails to make payment of any undisputed Balance under this Agreement when due, and Lazard fails to remit any such overdue payment within sixty (60) days of the due date of substitution; orsuch payment.
(kii) A regulatory or other legal authority (a) orders either Party to cease writing, or renewing, insurance business, in total, or (b) withdraws, suspends, removes, makes conditional, or impairs either Party's respective right, or ability, to retrocede or assume the Business Covered, in total, under this Agreement.
(iii) Either Party merges or amalgamates with or becomes acquired or controlled directly or indirectly by any company, corporation, partnership, or individual(s) not controlling their respective operations at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX inception of this Agreement and (an acquisition or change in control will only have occurred if a person unaffiliated with the applicable Party directly or indirectly acquires fifty percent (50%) or more of the voting shares of such expense and indemnification provisions will survive Party, or of any termination person owning or controlling such Party, or of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Articleshares convertible into fifty percent (50%) or more of such voting shares).
10.3 Notwithstanding (iv) Either Party becomes insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary) or proceedings have been instituted against such Party for the appointment of a receiver, liquidator, rehabilitator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of their respective assets or the control of their respective operations.
(v) Either Party fails to comply with Bermuda laws and regulations in a material respect, resulting in material economic harm to the other Party.
(vi) Any of the respective directors, officers, employees, and/or Agents of either Party acts, individually or in collusion with another party, in a manner that rises to the level of alleged or willful negligence, fraud, or bad faith with respect to any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement.
E. In addition to the Termination Events specified in Article 2(D), PRe may also terminate this Agreement at any time, by giving advance written notice to MSRE, in the event that MSRE ceases to underwrite the Business Covered and/or adjust claims as provided belowregards the Original Policy risks pursuant to this Agreement that results in significant loss or exposure to PRe.
F. The termination of this Agreement pursuant to a Termination Event or in accordance with a Termination, as specified in Article 2E above, may only be effected on a run-off, commutation, or, as specified in Article 2D above, loss portfolio transfer basis, as agreed to in writing by the Parties.
G. For purposes of this Article, the term “run-off” means that PRe will continue to be liable for all Contracts in effect losses occurring or claims made on or after the effective date of termination Termination in respect of risks attaching prior to the effective date of Termination.
H. No Termination will permit PRe to avoid, reduce, or eliminate exposures set forth under the Original Policies already underwritten by MSRE and assumed, in part, by PRe.
I. Collateral pledged by PRe cannot be reduced as a result of a Termination unless agreed to in writing by the Parties.
J. MSRE’s authority to quote or cede new contracts of Business Covered to PRe will cease as of the date that MSRE receives written notice from PRe of PRe’s intent to terminate this Agreement (hereinafter referred to as on the "Existing Contracts"basis of a Termination Event under Article 2(D) or Article 2(E). SpecificallyHowever, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will have legal authority PRe is obligated to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event accept its proportionate share of any termination business ceded to PRe from the acceptance of binding quotations issued by MSRE prior to MSRE’s receipt of any such notice of PRE’s intention to terminate this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 2 contracts
Samples: Quota Share Retrocession Agreement (Till Capital Ltd.), Quota Share Retrocession Agreement (Till Capital Ltd.)
COMMENCEMENT AND TERMINATION. 10.1 11.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 11.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 90 days' ’ written notice;
(b) at the option of Insurance Company if it determines that shares Shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of Shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon 90 days’ written notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another’s breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will XI shall not affect the operation of Articles V VI or IX of this Agreement and such expense and indemnification provisions will survive any termination X of this Agreement. The Parties agree that any termination pursuant to Article VI will VII shall be governed by that Article.
10.3 11.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares Shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, if Fund so elects to make additional Portfolio Shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional shares hereunder will a termination of this Agreement pursuant to Section 11.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio Shares available after such termination. If Portfolio Shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 11.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 11.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring ensuring, to the extent feasible under the circumstances, that a Separate Account owns no shares Shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 2 contracts
Samples: Participation Agreement (Delaware Life Variable Account F), Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 2.1 This Agreement will shall be effective as of the date first written above hereof and will continue shall remain in force until effect unless terminated in accordance with the provisions hereinthis Article.
10.2 This 2.2 Either party to this Agreement will may elect to terminate without penalty as to one or more Portfolios:
its participation in this Agreement on thirty (a30) at any time from the date hereof upon 60 days' written notice;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will furnish prompt ’ prior written notice to the other party.
2.3 Notwithstanding any other provision of election to this Agreement, any party may terminate and termination will be effective this Agreement immediately upon receipt of written notice by to the other Parties;
(c) at the option of any Party other than Fund, party in the event that the other party (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code becomes insolvent or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreementbankrupt, or if such terminating Party reasonably believes that admits in writing its inability to pay its debts as they become due, or makes an assignment for the Portfolio may fail benefit of creditors, or applies for or consents to so qualify the appointment of a trustee or comply or receiver for the major part of its property; (ii) becomes the Portfolio's shares subject of bankruptcy, reorganization, rearrangements, insolvency or liquidation proceedings, or other proceedings for relief of creditors and such proceedings are not registeredstayed or discharged within ninety (90) days after being commenced; (iii) is acquired by another entity, issued unless such acquiring entity is wholly owned, directly or sold indirectly, by ACE Limited; (iv) fails to obtain or maintain any licenses, permits or other qualifications that are required by law to fulfill its obligations under this Agreement and such failure remains uncured after fifteen (15) days; or (v) commits abandonment, fraud or willful misconduct in accordance connection with applicable federal law, or such law precludes the use provision of such shares as the underlying investment medium services under this Agreement.
2.4 Termination of Contracts issued or this Agreement shall not relieve either party of its obligations under this Agreement up to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination. Further, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;
(i) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination shall not relieve either party of this Agreement. The Parties agree that any termination pursuant its obligations with respect to Article VI will be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue Policies ceded hereunder prior to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Agreement.
2.5 Notwithstanding the "Existing Contracts"). Specificallyforegoing, without limitation, the owners if any law or regulation of the Existing Contracts Federal or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event State or Local Government of any termination jurisdiction in which the Company or Reinsurer is doing business should render the enforcement of this Agreement, in whole or in part, illegal within a given jurisdiction, the Parties agree affected party may, upon written notice to cooperate and give reasonable assistance the other party, suspend, abrogate, or amend this Agreement insofar as it applies to one another in taking all such jurisdiction, to the extent necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of terminationto comply with such law or regulation. Such steps may includecancellation, without limitationsuspension, substituting abrogation or amendment of this Agreement shall in no way affect any other investment company shares for those of the affected Portfolioportion thereof.
Appears in 2 contracts
Samples: Commutation and Release Agreement (Assured Guaranty LTD), Reinsurance Agreement (Assured Guaranty LTD)
COMMENCEMENT AND TERMINATION. 10.1 11.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 11.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' ’ written notice;
(b) at the option of Insurance Company if it determines that shares Shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of Shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another’s breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 1000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will XI shall not affect the operation of Articles V VI or IX of this Agreement and such expense and indemnification provisions will survive any termination X of this Agreement. The Parties agree that any termination pursuant to Article VI will VII shall be governed by that Article.
10.3 11.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares Shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, if Fund so elects to make additional Portfolio Shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional shares hereunder will a termination of this Agreement pursuant to Section 11.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio Shares available after such termination. If Portfolio Shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 11.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 11.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares Shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 2 contracts
Samples: Fund Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Fund Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfoliosprovided for by any of the following:
(a) As to any Participating Fund, at the option of any party to this Agreement, at any time from the date hereof upon 60 90 days' written notice;notice to the other parties to this Agreement, unless a shorter time is agreed to by all of the parties.
(b) As to any Participating Fund, at the option of Insurance Company Company, if it determines Shares of that shares of any Portfolio Participating Fund are not reasonably available to meet the requirements of the Contracts; Contracts as determined by Insurance Company will furnish prompt written Company. Prompt notice of election to terminate and shall be furnished by Insurance Company. Said termination will to be effective upon ten days after receipt of written notice by unless Participating Fund makes available a sufficient number of Shares to reasonably meet the other Parties;requirements of the Contracts within said ten-day period; provided however, upon the second or any subsequent such occurrence said termination shall be effective ten days after receipt of notice.
(c) As to a Participating Fund, at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, party to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates any other party to this Agreement by the Commission or the NASD Commission, National Association of Securities Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Companythe terminating party's reasonable judgment, materially impair the otherthat other party's ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by the terminating party to all other parties, with said termination to be effective as specified therein;upon receipt of notice by all such parties.
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability As to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between a Participating Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any Partyparty to this Agreement, if that Party will party shall determine, in its sole judgment reasonably exercised in good faith, that any other Party party to this Agreement (or any affiliate of such party) has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Partyparty, such terminating Party will party shall notify each other Party party in writing of such determination and its intent to terminate this Agreement, and, if if, after considering the actions taken by the entity suffering the adverse change or adverse publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will party shall continue to apply on the thirtieth sixtieth (60th) day after such notice has been received by all other Partiesparties, such thirtieth such, sixtieth day will shall be the effective date of termination;.
(e) As to a Participating Fund, upon termination of the Investment Advisory Agreement between that Participating Fund and Adviser or its successors unless each other party to this Agreement specifically approves the selection of a new Participating Fund's investment adviser. The terminating party shall give notice of such termination to all other parties, and the termination shall be effective as of a date specified in the notice, which shall be not more than 90 days after such notice has been received by all such other parties. Such Participating Fund shall promptly furnish notice of termination of the Adviser to each other party to this Agreement.
(f) As to a Participating Fund, at the option of any other party to this Agreement, in the event that (i) Participating Fund ceases to qualify as a regulated investment company under subchapter M or any successor provision or fails to comply with the Section 817(h) diversification requirements specified in Sections 2.8 and 2.9 hereof, or if such other party reasonably believes that the Participating Fund may fail to so qualify or comply; or (ii) the Participating Fund's Shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such Shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. The terminating party shall deliver notice to all other parties to this Agreement. The notice shall specify the effective date of the termination, which shall in no event be earlier than when all of such notices have been received by all other parties.
(g) At the option of a Participating Fund upon a determination by its Board in good faith and in light of its fiduciary duties under federal and any applicable state laws to Participating Fund's shareholders, including Insurance Company and the Separate Account, that such termination is necessary and in the best interests of shareholders of that Participating Fund. Termination pursuant to this Subsection (g) shall be effective upon a date specified in a notice by such Participating Fund to Insurance Company of such termination. Such date, however, shall be no earlier than when such notice has been received by all other parties.
(h) At the option of a Participating Fund if the Contracts cease to qualify as annuity contracts, endowments or life insurance policies, as applicable, under the Code, or if such Participating Fund reasonably believes that the Contracts may fail to so qualify. The terminating party shall deliver notice to all other parties to this Agreement. The notice shall specify the effective date of the termination, which shall in no event be earlier than when all of such notices have been received by all other parties.
(i) At the option of any party to this Agreement, upon assignment (as defined in the 0000 Xxx) another party's breach of any material provision of this Agreement. The terminating party shall deliver notice of such breach to all other parties to this Agreement. The termination shall be effective thirty days after the notice has been received by all such parties, unless made with but only if the written consent breaching party shall not have cured the breach, in all material respects, by the end of the nonthat 30-assigning Parties;day period.
(j) at At the option of a Participating Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law.
(k) At the option of the Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms Shares of the Contracts, provided that Fund. The Insurance Company has given at least forty-five days prior shall promptly notify Participating Fund of any scheduled substitution.
(l) Termination by mutual written notice to Fund and Lazard agreement of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of parties to this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Article.
10.3 Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, each Participating Fund and Lazard maythe Distributor shall, at the option of the Insurance Company, continue to make available additional Portfolio shares Shares of that Participating Fund pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfoliosin that Participating Fund, redeem investments in the Portfolios that Participating Fund and/or invest in the Portfolios that Participating Fund upon the making of additional purchase payments under the Existing Contracts. The availability If such Participating Fund Shares continue to be made available after such termination, the provisions of additional shares hereunder will be subject this Agreement shall remain in effect, and thereafter either the Participating Fund or Insurance Company may terminate the Agreement as to that Participating Fund, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Participating Fund, need not be for more than six months.
10.4 Termination of this Agreement as applicableto any one Participating Fund shall not be deemed a termination as to any other Participating Fund.
10.4 In the event of any termination of this Agreement, the Parties 10.5 The parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares Shares of a Portfolio beyond six months from Participating Fund after the effective date of terminationthis Agreement's termination with respect to such Shares or, if such ownership following termination cannot be avoided, that the duration thereof is as brief as reasonably practicable. Such steps may include, without limitationfor example, combining the affected Separate Account with another Separate Account, substituting other investment company fund shares for those of the affected PortfolioParticipating Fund, or otherwise terminating participation by the Contracts in such Participating Fund.
Appears in 1 contract
Samples: Fund Participation Agreement (Corporate Sponsored Vul Separate Account I)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more PortfoliosSeries at the option of the terminating party:
(a) a. At the option of Insurance Company or the Fund at any time from the date hereof upon 60 180 days' written ’ notice, unless a shorter time is agreed to by the parties;
(b) at b. At the option of Insurance Company Company, if it determines that shares of any Portfolio Series are not reasonably available to meet the requirements Requirements of the Contracts; Contracts as determined by Insurance Company will furnish prompt written Company. Prompt notice of election to terminate and termination will shall be effective upon receipt of written notice by the other Parties;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued furnished by Insurance Company; , said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of termination will be delivered by shares to meet the terminating Party to all other Parties and will specify requirements of the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other PartiesContracts within said ten-day period;
(d) at c. At the option of Insurance Company Company, upon the institution of formal proceedings against the Fund or Lazard or their respective affiliates by the Commission or the NASD Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's Fund’s ability to meet and perform its the Fund’s obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurance Company with said termination to be effective as specified thereinupon receipt of notice;
(e) at d. At the option of Fund the Fund, upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's ’s reasonable judgment, materially impair the other's Insurance Company’s ability to meet and perform its Insurance Company’s obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by the Fund with said termination to be effective as specified thereinupon receipt of notice;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at e. At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyFund, if that Party will the Fund shall determine, in its sole judgment reasonably exercised in good faith, that any other Party Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyFund or its investment adviser, such terminating Party will the Fund shall notify each other Party Insurance Company in writing of such determination and its intent to terminate this Agreement, and, if and after considering the actions taken by the entity suffering the adverse change or publicity Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will Fund shall continue to apply on the thirtieth sixtieth (60th) day after following the giving of such notice has been received by all other Partiesnotice, such thirtieth which sixtieth day will shall be the effective date of termination;
(i) f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund’s shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon assignment (as defined such occurrence without notice;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the 0000 Xxxbest interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party’s breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiesparty. Any such termination pursuant to this Article X will Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Articles Article V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any Any termination pursuant to of this Agreement shall not affect the operation of Article VI will be governed by that ArticleIX of this Agreement.
10.3 Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Fund and Lazard may, at the option of Insurance Company, its investment adviser shall continue to make available additional Portfolio Series shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”) for a period not to exceed six months from the termination date, unless otherwise agreed to by the Fund (the “Termination Period”). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among in the PortfoliosSeries, redeem investments in the Portfolios Fund and/or invest in the Portfolios Fund upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to Contracts during the restrictions and limitations set forth in this Agreement as applicableTermination Period.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Participation Agreement (Prudential Variable Contract Account Gi-2)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' ’ written notice;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will furnish prompt written notice of election to terminate and termination will be effective upon receipt of written notice by the other Parties;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's ’s shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' ’ shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;
(i) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's ’s breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 11.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 11.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' ’ written notice;
(b) at the option of Insurance Company if it determines that shares Shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of Shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another’s breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will XI shall not affect the operation of Articles V VI or IX of this Agreement and such expense and indemnification provisions will survive any termination X of this Agreement. The Parties agree that any termination pursuant to Article VI will VII shall be governed by that Article.
10.3 11.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares Shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, if Fund so elects to make additional Shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional shares hereunder will a termination of this Agreement pursuant to Section 11.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Shares available after such termination. If Shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 11.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 11.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares Shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) At the option of Insurer, Distributor, Fund, or XXX at any time from the date hereof upon 60 90 days' written ’ notice, unless a shorter time is agreed to by the Parties;
(b) at At the option of Insurance Company Insurer if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will . Insurer shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at At the option of any Party other than Insurer or Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard the other or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer’s or Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurer or Fund, as the case may be, with termination to be effective as specified thereinupon receipt of notice;
(fd) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyInsurer or Fund, if that Party will either shall determine, in its sole judgment reasonably exercised in good faith, that any the other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyInsurer, such terminating Party will Fund or XXX, as the case may be. Insurer or Fund shall notify each the other Party in writing of any such determination and its intent to terminate this Agreement, and, if after considering which termination shall be effective on the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since sixtieth (60th) day following the giving of such notice, such provided the determination of Insurer or Fund, as the terminating Party will continue case may be, continues to apply on that date.
(e) Upon termination of the thirtieth day after Investment Management Agreement between Fund, on behalf of its Portfolios, and XXX or its successors unless Insurer specifically approves the selection of a new investment adviser for the Portfolios. Fund shall promptly furnish notice of such termination to Insurer;
(f) In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurer. Termination shall be effective immediately upon such occurrence without notice;
(g) At the option of Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement. Termination shall be effective upon notice has been received by all other PartiesFund to Insurer of such termination;
(h) At the option of Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such thirtieth day will be the effective date of terminationoccurrence or reasonable belief without notice;
(i) At the option of any Party, upon another’s breach of any material provision this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party;
(j) At the option of Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(k) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 10.3. Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, Fund and Lazard XXX may, at the option of Insurance CompanyInsurer, continue to make available additional Portfolio shares for so long as Insurer desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, if Insurer so elects to make additional Portfolio shares available, the owners of the Existing Contracts or Insurance CompanyInsurer, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional a termination of this Agreement pursuant to Section 10.2 hereof, Insurer, as promptly as is practicable under the circumstances, shall notify Fund whether Insurer elects to have Portfolio shares hereunder will available after such termination. If Portfolio shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurer may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than nine months.
10.4 10.4. In the event of any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six nine months from the date of termination. Such steps may include, without limitation, substituting other investment company mutual fund shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more PortfoliosSeries at the option of the terminating party:
(a) a. At the option of the Society or the Fund at any time from the date hereof upon 60 180 days' written notice, unless a shorter time is agreed to by the parties;
(b) at b. At the option of Insurance Company the Society, if it determines that shares of any Portfolio Series are not reasonably available to meet the requirements of the Contracts; Insurance Company will furnish prompt written Contracts as determined by the Society. Prompt notice of election to terminate and shall be furnished by the Society, said termination will to be effective upon ten days after receipt of written notice by unless the other PartiesFund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
(c) at c. At the option of any Party other than Fundthe Society, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against the Fund or Lazard or their respective affiliates by the Commission or the NASD Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Companythe Society's reasonable judgment, materially impair the otherFund's ability to meet and perform its the Fund's obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by the Society with said termination to be effective as specified thereinupon receipt of notice;
(e) at d. At the option of Fund the Fund, upon the institution of formal proceedings against Insurance Company or its affiliates the Society by the Commission, the NASD National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair the otherSociety's ability to meet and perform its the Society's obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by the Fund with said termination to be effective as specified thereinupon receipt of notice;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at e. At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyFund, if that Party will the Fund shall determine, in its sole judgment reasonably exercised in good faith, that any other Party the Society has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyFund or its investment adviser, such terminating Party will the Fund shall notify each other Party the Society in writing of such determination and its intent to terminate this Agreement, and, if and after considering the actions taken by the entity suffering the adverse change or publicity Society and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will Fund shall continue to apply on the thirtieth sixtieth (60th) day after following the giving of such notice has been received by all other Partiesnotice, such thirtieth which sixtieth day will shall be the effective date of termination;
f. At the option of the Society, if the Society shall determine, in its sole judgement reasonably exercised in good faith, that the Fund or its investment adviser has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Society or a Separate Account or the sale of or retention of assets under the Contracts, the Society shall notify the Fund in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Fund and any other changes in circumstances since the giving of such notice, such determination of the Society shall continue to apply on the sixtieth (i60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
g. At the option of the Society, if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Society reasonably believes that the Fund may fail to so qualify;
h. At the option of the Society, if the Fund fails to meet the diversification requirements of Section 817(h) of the Code or if the Society reasonably believes that the Fund will fail to meet such requirements;
i. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless the Society specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Society;
j. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by the Society. Termination shall be effective immediately upon assignment (as defined such occurrence without notice;
k. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the 0000 Xxxbest interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to the Society of such termination;
l. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
m. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
n. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
o. Upon assignment of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiesparty. Any such termination pursuant to this Article X will Section 10.2a, 10.2d, 10.2e, 10.2l or 10.2n herein shall not affect the operation of Articles Article V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any Any termination pursuant to of this Agreement shall not affect the operation of Article VI will be governed by that ArticleIX of this Agreement.
10.3 Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Fund and Lazard mayits investment adviser shall, at the option of Insurance Companythe Society, continue to make available additional Portfolio Series shares pursuant to the terms and conditions of this Agreement as provided belowAgreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, based upon instructions from the owners of the Existing Contracts or Insurance Companythe Society, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among in the PortfoliosSeries, redeem investments in the Portfolios Fund and/or invest in the Portfolios Fund upon the making of additional purchase payments under the Existing Contracts. The availability of additional If the Series shares hereunder will continue to be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any made available after a termination of this Agreement pursuant to Section 10.2, the provisions of this Agreement shall remain in effect and thereafter either the Fund or the Society may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the Parties agree other party, such notice to cooperate and give be for a period that is reasonable assistance to one another in taking all necessary and appropriate steps for under the purpose circumstances but, if given by the Fund, need not be longer than the greater of ensuring that a Separate Account owns no shares of a Portfolio beyond (i) six months or (ii) the period required by the Society to obtain any necessary approval from the date Commission or any state insurance regulatory authority provided that the Society makes a reasonable good faith effort to obtain such approvals in a reasonable period of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfoliotime.
Appears in 1 contract
Samples: Fund Participation Agreement (Modern Woodmen of America Variable Annuity Account)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' ’ written noticenotice by any party;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard XXX or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(e) at the option of Insurance Company, if Insurance Company determines in its sole judgment exercised in good faith, that Fund or XXX has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of Insurance Company, such termination to be effective sixty (60) days after receipt by Fund and XXX of written notice of the election to terminate;
(f) at the option of Fund and XXX, if Fund and XXX determine in their sole judgment exercised in good faith, that Insurance Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of Fund or XXX, such termination to be effective sixty (60) days after receipt by Insurance Company of written notice of the election to terminate;
(g) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard XXX or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gh) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hi) at the option of any Party, if that Party will determineupon another’s breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ij) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, XXX shall continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability provisions of additional shares hereunder will be subject this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 ninety (90) days' written noticenotice to the other Parties;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon receipt of written notice by the other Parties;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will shall be delivered by the terminating Party to all other Parties and will shall specify the effective date of termination, which will shall in no event be earlier than when all of such notices shall have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard Fund Distributor or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement (the "Management Agreement") between Fund, on behalf of its Portfolios, and Lazard LAM or its successors unless Insurance unlesx Xnsurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will shall be delivered by the terminating Party to all other Parties and will shall specify the effective date of termination, which will shall in no event be more than 180 days after such notices will shall have been received by all other Parties; Fund will shall promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of any Party, if that Party shall determine, in its sole judgment reasonably exercised in good faith, that any other Party to this Agreement (or any affiliate of such Party) has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party shall notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if, after considering the actions taken by the entity suffering the adverse change or adverse publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party shall continue to apply on the thirtieth (30th) day after such notice has been received by all other Parties, such thirtieth day shall be the effective date of termination;
(h) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will shall specify the effective date of termination termination, which will shall in no event be earlier than when all of such notices shall have been received by all other Parties;
(h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;
(i) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five (45) days prior written notice to Fund and Lazard Fund Distributor of the date of substitution; or;
(kj) at the option of any Party, upon another Partyanother's breach of any material representation, warranty, covenant warranty or other provision of this Agreement; notice of termination will shall be delivered by the terminating Party to all other Parties and will shall be effective thirty (30) days after the notice has been received receive by all other Parties, but only if the breaching Party has shall not have cured the breach, in all material respects, by the end of that thirty (30) day period and will specify the effective date of termination termination, which will shall in no event be earlier than when all of such notices shall have been received by all other Parties; or
(k) upon assignment (as defined in the 1940 Act) of this Agreement, unless made with the written consent of the non-assigning Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement Agreement, and such expense and indemnification provisions will shall survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard mayFund Distributor shall, at the option of Insurance Company, continue to make available additional Portfolio shares for so long as Insurance Company desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability If Portfolio shares continue to be made available after such termination, the provisions of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicableto such Portfolio(s) shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Corporate Sponsored Vul Separate Account I)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) At the option of Insurer, Fund or XXX at any time from the date hereof upon 60 90 days' written notice, unless a shorter time is agreed to by the Parties;
(b) at At the option of Insurance Company Insurer if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will . Insurer shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at At the option of any Party other than the Insurer or Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard the other or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer's or Fund's reasonable judgmentjudgment exercised in good faith, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurer or Fund, as the case may be, with termination to be effective as specified thereinupon receipt of notice;
(fd) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyInsurer or Fund, if that Party will either shall determine, in its sole judgment reasonably exercised in good faith, that any the other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyInsurer, such terminating Party will Fund or XXX, as the case may be. Insurer or Fund shall notify each the other Party in writing of any such determination and its intent to terminate this Agreement, and, if after considering which termination shall be effective on the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since sixtieth (60th) day following the giving of such notice, such provided the determination of Insurer or Fund, as the terminating Party will continue case may be, continues to apply on that date.
(e) Upon termination of the thirtieth day after Investment Management Agreement between Fund, on behalf of its Portfolios, and XXX or its successors unless Insurer specifically approves the section of a new investment adviser for the Portfolios. Fund shall promptly furnish notice of such termination to Insurer;
(f) In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurer. Termination shall be effective immediately upon such occurrence without notice;
(g) At the option of Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement. Termination shall be effective upon notice has been received by all other PartiesFund to Insurer of such termination;
(h) At the option of Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such thirtieth day will be the effective date of terminationoccurrence or reasonable belief without notice;
(i) At the option of any Party, upon another's breach of any material provision this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party;
(j) At the option of Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(k) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Ids Life Variable Account 10)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 ninety (90) days' ’ written noticenotice to the other Parties;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon receipt of written notice by the other Parties;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's ’s shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will shall be delivered by the terminating Party to all other Parties and will shall specify the effective date of termination, which will shall in no event be earlier than when all of such notices shall have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard Fund Distributor or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement (the “Management Agreement”) between Fund, on behalf of its Portfolios, and Lazard XXX or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will shall be delivered by the terminating Party to all other Parties and will shall specify the effective date of termination, which will shall in no event be more than 180 days after such notices will shall have been received by all other Parties; Fund will shall promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of any Party, if that Party shall determine, in its sole judgment reasonably exercised in good faith, that any other Party to this Agreement (or any affiliate of such Party) has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party shall notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if, after considering the actions taken by the entity suffering the adverse change or adverse publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party shall continue to apply on the thirtieth (30th) day after such notice has been received by all other Parties, such thirtieth day shall be the effective date of termination;
(h) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' ’ shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will shall specify the effective date of termination termination, which will shall in no event be earlier than when all of such notices shall have been received by all other Parties;
(h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;
(i) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five (45) days prior written notice to Fund and Lazard Fund Distributor of the date of substitution; or;
(kj) at the option of any Party, upon another Party's another’s breach of any material representation, warranty, covenant warranty or other provision of this Agreement; notice of termination will shall be delivered by the terminating Party to all other Parties and will shall be effective thirty (30) days after the notice has been received receive by all other Parties, but only if the breaching Party has shall not have cured the breach, in all material respects, by the end of that thirty (30) day period and will specify the effective date of termination termination, which will shall in no event be earlier than when all of such notices shall have been received by all other Parties; or
(k) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement Agreement, and such expense and indemnification provisions will shall survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard mayFund Distributor shall, at the option of Insurance Company, continue to make available additional Portfolio shares for so long as Insurance Company desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability If Portfolio shares continue to be made available after such termination, the provisions of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicableto such Portfolio(s) shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) At the option of Insurer, Distributor, Fund, or XXX at any time from the date hereof upon 60 days' written notice, unless a shorter time is agreed to by the Parties;
(b) at At the option of Insurance Company Insurer if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will . Insurer shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at At the option of any Party other than Insurer or Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard the other or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer's or Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurer or Fund, as the case may be, with termination to be effective as specified thereinupon receipt of notice;
(fd) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyInsurer or Fund, if that Party will either shall determine, in its sole judgment reasonably exercised in good faith, that any the other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyInsurer, such terminating Party will Fund or XXX, as the case may be. Insurer or Fund shall notify each the other Party in writing of any such determination and its intent to terminate this Agreement, and, if after considering which termination shall be effective on the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since sixtieth (60th) day following the giving of such notice, such provided the determination of Insurer or Fund, as the terminating Party will continue case may be, continues to apply on that date.
(e) Upon termination of the thirtieth day after Investment Management Agreement between Fund, on behalf of its Portfolios, and XXX or its successors unless Insurer specifically approves the selection of a new investment adviser for the Portfolios. Fund shall promptly furnish notice of such termination to Insurer;
(f) In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurer. Termination shall be effective immediately upon such occurrence without notice;
(g) At the option of Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement. Termination shall be effective upon notice has been received by all other PartiesFund to Insurer of such termination;
(h) At the option of Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such thirtieth day will be the effective date of terminationoccurrence or reasonable belief without notice;
(i) At the option of any Party, upon another's breach of any material provision this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party;
(j) At the option of Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(k) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 10.3. Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, Fund and Lazard XXX may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if Fund so elects to make additional Portfolio shares available, the owners of the Existing Contracts or Insurance CompanyInsurer, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional a termination of this Agreement pursuant to Section 10.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurer whether Fund shall continue to make Portfolio shares hereunder will available after such termination. If Portfolio shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurer may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In 00.0. Xx the event of any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company mutual fund shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Participation Agreement (Allstate Life of N Y Var Life Sep Acct A)
COMMENCEMENT AND TERMINATION. 10.1 11.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 11.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' ’ written notice;
(b) at the option of Insurance Company if it determines that shares Shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of Shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another’s breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 1900 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will XI shall not affect the operation of Articles V VI or IX of this Agreement and such expense and indemnification provisions will survive any termination X of this Agreement. The Parties agree that any termination pursuant to Article VI will VII shall be governed by that Article.
10.3 11.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares Shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, if Fund so elects to make additional Portfolio Shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional shares hereunder will a termination of this Agreement pursuant to Section 11.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio Shares available after such termination. If Portfolio Shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 11.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 11.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares Shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Jefferson National Life of New York Annuity Account 1)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) At the option of Insurer, Distributor, Fund, or XXX at any time from the date hereof upon 60 120 days' written ’ notice, unless a shorter time is agreed to by the Parties;
(b) at At the option of Insurance Company Insurer if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will . Insurer shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at At the option of any Party other than Insurer or Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard the other or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer’s or Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurer or Fund, as the case may be, with termination to be effective as specified thereinupon receipt of notice;
(fd) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyInsurer or Fund, if that Party will either shall determine, in its sole judgment reasonably exercised in good faith, that any the other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyInsurer, such terminating Party will Fund or XXX, as the case may be. Insurer or Fund shall notify each the other Party in writing of any such determination and its intent to terminate this Agreement, and, if after considering which termination shall be effective on the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since sixtieth (60th) day following the giving of such notice, such provided the determination of Insurer or Fund, as the terminating Party will continue case may be, continues to apply on that date.
(e) Upon termination of the thirtieth day after Investment Management Agreement between Fund, on behalf of its Portfolios, and XXX or its successors unless Insurer specifically approves the selection of a new investment adviser for the Portfolios. Fund shall promptly furnish notice of such termination to Insurer;
(f) In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurer. Termination shall be effective immediately upon such occurrence without notice;
(g) At the option of Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement. Termination shall be effective upon notice has been received by all other PartiesFund to Insurer of such termination;
(h) At the option of Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such thirtieth day will be the effective date of terminationoccurrence or reasonable belief without notice;
(i) At the option of any Party, upon another’s breach of any material provision this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party;
(j) At the option of Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(k) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) At the option of Insurer, Distributor, Fund, or XXX at any time from the date hereof upon 60 120 days' written notice, unless a shorter time is agreed to by the Parties;
(b) at At the option of Insurance Company Insurer if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will . Insurer shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at At the option of any Party other than Insurer or Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard the other or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer's or Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurer or Fund, as the case may be, with termination to be effective as specified thereinupon receipt of notice;
(fd) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyInsurer or Fund, if that Party will either shall determine, in its sole judgment reasonably exercised in good faith, that any the other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyInsurer, such terminating Party will Fund or XXX, as the case may be. Insurer or Fund shall notify each the other Party in writing of any such determination and its intent to terminate this Agreement, and, if after considering which termination shall be effective on the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since sixtieth (60th) day following the giving of such notice, such provided the determination of Insurer or Fund, as the terminating Party will continue case may be, continues to apply on that date.
(e) Upon termination of the thirtieth day after Investment Management Agreement between Fund, on behalf of its Portfolios, and XXX or its successors unless Insurer specifically approves the selection of a new investment adviser for the Portfolios. Fund shall promptly furnish notice of such termination to Insurer;
(f) In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurer. Termination shall be effective immediately upon such occurrence without notice;
(g) At the option of Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement. Termination shall be effective upon notice has been received by all other PartiesFund to Insurer of such termination;
(h) At the option of Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such thirtieth day will be the effective date of terminationoccurrence or reasonable belief without notice;
(i) At the option of any Party, upon another's breach of any material provision this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party;
(j) At the option of Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(k) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 10.3. Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, Fund and Lazard XXX may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if Fund so elects to make additional Portfolio shares available, the owners of the Existing Contracts or Insurance CompanyInsurer, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional a termination of this Agreement pursuant to Section 10.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurer whether Fund shall continue to make Portfolio shares hereunder will available after such termination. If Portfolio shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurer may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In 00.0. Xx the event of any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company mutual fund shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Valley Forge Life Insurance Co Variable Life Separate Accoun)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' written noticenotice by any party;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard LAM or their respective affiliates afxxxiates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(e) at the option of Insurance Company, if Insurance Company determines in its sole judgment exercised in good faith, that Fund or LAM has suffered a materiax xdverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of Insurance Company, such termination to be effective sixty (60) days after receipt by Fund and LAM of written notice of txx election to terminate;
(f) at the option of Fund and LAM, if Fund and LAM deterxxxe in their sole judgment exercised in good faith, that Insurance Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of Fund or LAM, such termination to bx xffective sixty (60) days after receipt by Insurance Company of written notice of the election to terminate;
(g) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard LAM or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gh) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hi) at the option of any Party, if that Party will determineupon another's breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ij) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, LAM shall continue to make tx xake available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability provisions of additional shares hereunder will be subject this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Riversource Variable Annuity Account)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) At the option of Insurer, Distributor, Fund, or XXX at any time from the date hereof upon 60 180 days' written notice, unless a shorter time is agreed to by the Parties;
(b) at At the option of Insurance Company Insurer if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will . Insurer shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at At the option of any Party other than Insurer or Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard the other or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer's or Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurer or Fund, as the case may be, with termination to be effective as specified thereinupon receipt of notice;
(fd) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyInsurer or Fund, if that Party will either shall determine, in its sole judgment reasonably exercised in good faith, that any the other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyInsurer, such terminating Party will Fund or XXX, as the case may be. Insurer or Fund shall notify each the other Party in writing of any such determination and its intent to terminate this Agreement, and, if after considering which termination shall be effective on the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since sixtieth (60th) day following the giving of such notice, such provided the determination of Insurer or Fund, as the terminating Party will continue case may be, continues to apply on that date.
(e) Upon termination of the thirtieth day after Investment Management Agreement between Fund, on behalf of its Portfolios, and XXX or its successors unless Insurer specifically approves the selection of a new investment adviser for the Portfolios. Fund shall promptly furnish notice of such termination to Insurer;
(f) In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurer. Termination shall be effective immediately upon such occurrence without notice;
(g) At the option of Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement. Termination shall be effective upon notice has been received by all other PartiesFund to Insurer of such termination;
(h) At the option of Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such thirtieth day will be the effective date of terminationoccurrence or reasonable belief without notice;
(i) At the option of any Party, upon another's breach of any material provision this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party;
(j) At the option of Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(k) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 10.3. Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, Fund and Lazard XXX may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if Fund so elects to make additional Portfolio shares available, the owners of the Existing Contracts or Insurance CompanyInsurer, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional a termination of this Agreement pursuant to Section 10.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurer whether Fund shall continue to make Portfolio shares hereunder will available after such termination. If Portfolio shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurer may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 10.1. In the event of any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company mutual fund shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lincoln Benefit Life Variable Annuity Account)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more PortfoliosSeries at the option of the terminating party:
(a) a. At the option of Insurance Company or the Fund at any time from the date hereof upon 60 days' written advance notice, or later, upon receipt of any required exemptive relief or upon order from the Commission, unless otherwise agreed to in writing by the parties;
(b) at b. At the option of Insurance Company Company, if it determines that shares of any Portfolio Series are not reasonably available to meet the requirements of the Contracts; Contracts as determined by Insurance Company will furnish prompt written Company. Prompt notice of election to terminate and shall be furnished by Insurance Company, said termination will to be effective upon receipt of written notice by the other Partiesnotice;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at c. At the option of Insurance Company Company, upon the institution of formal proceedings against the Fund or Lazard or their respective affiliates its investment adviser by the Commission or the NASD Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, exercised in good faith, materially impair the otherFund's ability to meet and perform its the Fund's obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurance Company with said termination to be effective as specified thereinupon receipt of notice;
(e) at d. At the option of Fund the Fund, upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, exercised in good faith, materially impair the otherInsurance Company's ability to meet and perform its Insurance Company's obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by the Fund with said termination to be effective as specified thereinupon receipt of notice;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at e. At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyFund, if that Party will the Fund shall determine, in its sole judgment reasonably exercised in good faith, that any other Party Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyFund or its investment adviser, such terminating Party will the Fund shall notify each other Party Insurance Company in writing of such determination and its intent to terminate this Agreement, and, if and after considering the actions taken by the entity suffering the adverse change or publicity Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will Fund shall continue to apply on the thirtieth (30th) day after following the giving of such notice has been received by all other Partiesnotice, such which thirtieth (30) day will shall be the effective date of termination;
f. At the option of Insurance Company, if Insurance Company shall determine, in its sole judgment reasonably exercised in good faith, that the Fund has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of Insurance Company, Insurance Company shall notify the Fund in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Fund and any other changes in circumstances since the giving of such notice, such determination of Insurance Company shall continue to apply on the thirtieth (i30th) day following the giving of such notice, which thirtieth (30) day shall be the effective date of termination;
g. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
h. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal and/or state law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon assignment (as defined such occurrence without notice;
i. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the 0000 Xxxbest interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
j. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
k. At the option of either party to this Agreement, upon another party's material breach of any material provision of this Agreement;
l. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law;
m. Upon assignment of this Agreement, unless made with the written consent of the non-assigning Partiesparty;
(j) at n. At the option of Insurance Company, upon receipt of Insurance Company's written notice by Fund, if Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any substitution successor or similar provision, or if Insurance Company reasonably and in good faith believes that Fund may fail to so qualify;
o. At the option of Insurance Company, upon receipt of Insurance Company's written notice by Fund, with respect to any Series if Fund fails to meet the diversification requirements specified in this Agreement or if Insurance Company reasonably and in good faith believes Fund may fail to meet such requirements;
p. At the option of Insurance Company or the Fund upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in the Account (or any subaccount) to substitute the shares of another investment company or series thereof for the corresponding Portfolio shares of the Fund in accordance with the terms of the Contracts, provided that Contracts for which those Portfolio shares had been selected to serve as the underlying investment media. Insurance Company has given at least forty-five days will give sixty (60) days' prior written notice to the Fund and Lazard of the date of substitutionany proposed vote or other action taken to replace the Fund's shares; or
(k) at q. At the option of any PartyInsurance Company or the Fund upon a determination by a majority of the Fund Board, upon another Party's breach or a majority of any the disinterested Fund Board members, that an irreconcilable material representation, warranty, covenant conflict exists among the interests of: (i) all contract owners of variable insurance products of all separate accounts; or other provision (ii) the interests of the Participating Insurance Companies investing in the Fund as set forth in Article IV of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. or Any such termination pursuant to this Article X will Section 10.2a, 10.2d, 10.2e, 10.2f, 10.2g or 10.2l herein shall not affect the operation of Articles Article V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any Any termination pursuant to of this Agreement shall not affect the operation of Article VI will be governed by that ArticleIX of this Agreement.
10.3 Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Fund and Lazard mayits investment adviser shall, at the option of Insurance Company, continue to make available additional Portfolio Series shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, limitation the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among in the PortfoliosSeries, redeem investments in the Portfolios Fund and/or invest in the Portfolios Fund upon the making of additional purchase payments under the Existing Contracts. The availability of additional If Series shares hereunder will continue to be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any available after a termination of this Agreement pursuant to Section 10.2, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the Parties agree other party, such notice to cooperate and give be for a period that is reasonable assistance under the circumstances but, if given by the Fund, shall not be longer than the period needed by the Insurance Company, making a good faith effort, to one another in taking all obtain any necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months approval(s) from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected PortfolioCommission or any state regulatory authority.
Appears in 1 contract
Samples: Fund Participation Agreement (American Enterprise Variable Annuity Account)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) At the option of Insurer, Distributor, Fund, or XXX at any time from the date hereof upon 60 180 days' written ’ notice, unless a shorter time is agreed to by the Parties;
(b) at At the option of Insurance Company Insurer if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will . Insurer shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at At the option of any Party other than Insurer or Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard the other or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer’s or Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurer or Fund, as the case may be, with termination to be effective as specified thereinupon receipt of notice;
(fd) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyInsurer or Fund, if that Party will either shall determine, in its sole judgment reasonably exercised in good faith, that any the other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyInsurer, such terminating Party will Fund or XXX, as the case may be. Insurer or Fund shall notify each the other Party in writing of any such determination and its intent to terminate this Agreement, and, if after considering which termination shall be effective on the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since sixtieth (60th) day following the giving of such notice, such provided the determination of Insurer or Fund, as the terminating Party will continue case may be, continues to apply on that date.
(e) Upon termination of the thirtieth day after Investment Management Agreement between Fund, on behalf of its Portfolios, and XXX or its successors unless Insurer specifically approves the selection of a new investment adviser for the Portfolios. Fund shall promptly furnish notice of such termination to Insurer;
(f) In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurer. Termination shall be effective immediately upon such occurrence without notice;
(g) At the option of Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement. Termination shall be effective upon notice has been received by all other PartiesFund to Insurer of such termination;
(h) At the option of Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such thirtieth day will be the effective date of terminationoccurrence or reasonable belief without notice;
(i) At the option of any Party, upon another’s breach of any material provision this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party or within such longer period as may then be agreed by the non-breaching parties;
(j) At the option of Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(k) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) At the option of Insurer, Distributor, Fund, or XXX at any time from the date hereof upon 60 180 days' written notice, unless a shorter time is agreed to by the Parties;
(b) at At the option of Insurance Company Insurer if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will . Insurer shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at At the option of any Party other than Insurer or Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard the other or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer's or Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurer or Fund, as the case may be, with termination to be effective as specified thereinupon receipt of notice;
(fd) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyInsurer or Fund, if that Party will either shall determine, in its sole judgment reasonably exercised in good faith, that any the other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyInsurer, such terminating Party will Fund or XXX, as the case may be. Insurer or Fund shall notify each the other Party in writing of any such determination and its intent to terminate this Agreement, and, if after considering which termination shall be effective on the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since sixtieth (60th) day following the giving of such notice, such provided the determination of Insurer or Fund, as the terminating Party will continue case may be, continues to apply on that date.
(e) Upon termination of the thirtieth day after Investment Management Agreement between Fund, on behalf of its Portfolios, and XXX or its successors unless Insurer specifically approves the selection of a new investment adviser for the Portfolios. Fund shall promptly furnish notice of such termination to Insurer;
(f) In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurer. Termination shall be effective immediately upon such occurrence without notice;
(g) At the option of Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement. Termination shall be effective upon notice has been received by all other PartiesFund to Insurer of such termination;
(h) At the option of Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such thirtieth day will be the effective date of terminationoccurrence or reasonable belief without notice;
(i) At the option of any Party, upon another's breach of any material provision this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party;
(j) At the option of Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(k) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 10.3. Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, Fund and Lazard XXX may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if Fund so elects to make additional Portfolio shares available, the owners of the Existing Contracts or Insurance CompanyInsurer, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional a termination of this Agreement pursuant to Section 10.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurer whether Fund shall continue to make Portfolio shares hereunder will available after such termination. If Portfolio shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurer may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 10.4. In the event of any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company mutual fund shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Participation Agreement (Allstate Financial Advisors Separate Account I)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfoliosprovided for by any of the following:
(a) a. As to any Participating Fund, at the option of any party to this Agreement, at any time from the date hereof upon 60 180 days' written notice;notice to the other parties to this Agreement, unless a shorter time is agreed to by all of the parties.
(b) b. As to any Participating Fund, at the option of Insurance Company Company, if it determines that shares of any Portfolio that Participating Fund are not reasonably available to meet the requirements of the Contracts; Contracts as determined by Insurance Company will furnish prompt written Company. Prompt notice of election to terminate and shall be furnished by Insurance Company, said termination will to be effective upon receipt of written such notice by the all other Parties;parties to this Agreement.
(c) c. As to a Participating Fund, at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, party to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates any other party to this Agreement by the Commission or the NASD Commission, National Association of Securities Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Companythe terminating party's reasonable judgment, materially impair the otherthat other party's ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by the terminating party to all other parties, with said termination to be effective as specified therein;upon receipt of notice by all such parties.
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability d. As to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between a Participating Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any Partyparty to this Agreement, if that Party will party shall determine, in its sole judgment reasonably exercised in good faith, that any other Party party to this Agreement (or any affiliate of such party) has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Partyparty, such terminating Party will party shall notify each other Party party in writing of such determination and its intent to terminate this Agreement, and, if if, after considering the actions taken by the entity suffering the adverse change or adverse publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will party shall continue to apply on the thirtieth sixtieth (60th) day after such notice has been received by all other Partiesparties, such thirtieth such, sixtieth day will shall be the effective date of termination;.
(i) e. As to a Participating Fund, upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent termination of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided Investment Advisory Agreement between that Insurance Company has given at least forty-five days prior written notice to Participating Fund and Lazard Dreyfus or its successors unless each other party to this Agreement specifically approves the selection of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; a new Participating Fund investment adviser. The terminating party shall give notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.all
Appears in 1 contract
Samples: Fund Participation Agreement (New York Life Ins & Annuity Corp Var Univ Life Sep Acc I)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' ’ written notice;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard XXX or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard XXX or its successors unless Insurance Company Company, voting its shares based on the instructions received from contract owners, specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another’s breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard mayXXX shall, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability If Portfolio shares continue to be made available after such termination, the provisions of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicableshall remain in effect. The parties agree that this Section 10.3 shall not apply to any termination under Article VI.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 11.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 11.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' ’ written notice;
(b) at the option of Insurance Company if it determines that shares Shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of Shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(hf) at the option of any Party, if that Party will determineupon another’s breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ig) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will XI shall not affect the operation of Articles V VI or IX of this Agreement and such expense and indemnification provisions will survive any termination X of this Agreement. The Parties agree that any termination pursuant to Article VI will VII shall be governed by that Article.
10.3 11.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares Shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, if Fund so elects to make additional Portfolio Shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional shares hereunder will a termination of this Agreement pursuant to Section 11.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio Shares available after such termination. If Portfolio Shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 11.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 11.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares to redeem all Shares of a Portfolio beyond six months from the date of terminationheld by Insurance Company within a reasonable time period. Such steps may include, without limitationat Insurance Companies discretion, substituting other the filing of a request by the Insurance Company with the Securities and Exchange Commission for an exemptive order allowing a substitution of another investment company company’s shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 11.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 11.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 90 days' written notice;
(b) at the option of Insurance Company if it determines that shares Shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of Shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon 90 days' written notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another's breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 1000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will XI shall not affect the operation of Articles V VI or IX of this Agreement and such expense and indemnification provisions will survive any termination X of this Agreement. The Parties agree that any termination pursuant to Article VI will VII shall be governed by that Article.
10.3 11.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares Shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if Fund so elects to make additional Portfolio Shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional shares hereunder will a termination of this Agreement pursuant to Section 11.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio Shares available after such termination. If Portfolio Shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 11.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 11.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring ensuring, to the extent feasible under the circumstances, that a Separate Account owns no shares Shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Sun Life of Canada U S Variable Account F)
COMMENCEMENT AND TERMINATION. 10.1 13.1 This Agreement will agreement shall be effective as deemed to have commenced, notwithstanding the date of signature hereof, on the closing date of the date first written above restructuring agreement and will shall continue in force until it is terminated in accordance with the provisions hereinof this 13.
10.2 This Agreement will terminate without penalty as 13.2 In addition to one or more Portfolios:
(a) any rights of termination which either party may have at any time from the date hereof upon 60 days' law, this agreement may be terminated by either party, by written notice, without prejudice to the aggrieved party's rights to recover all damages and losses it may suffer and otherwise:-
13.2.1 should the other party commit a breach of any of the terms of this agreement and fail to rectify the breach within a period of 30 (thirty) days of receipt of a written notice specifying the breach;
(b) at 13.2.2 immediately should the option breach be irremediable and material going to the root of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet this agreement.
13.3 In the requirements event of the Contracts; Insurance Company will furnish prompt written notice of election to terminate and termination will be effective upon receipt of written notice by the other Parties;
(c) at the option of any Party other than Fundinsolvency, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code liquidation or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund the defaulting party or Lazard the defaulting party making any arrangements or their respective affiliates filing any documents in a court in contemplation of insolvency, then and in any such event, without prejudice to the aggrieved party's rights, the entire balance of all and any monies due by the Commission or defaulting party to the NASD or any other regulatory bodyparty shall immediately become due and payable, notwithstanding that it would not otherwise have been due. In such an event, and failing payment of the full amount due within 5 (five) days of a written demand by the aggrieved party, the expected or anticipated rulingaggrieved party shall be entitled, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt either terminate this agreement by written notice of election or to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commissionclaim specific performance; provided that in either event, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination aggrieved party shall be effective upon notice by Fund entitled to Insurance Company of such termination will be delivered by Fund recover all damages it may suffer and all amounts due to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;it.
(h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;
(i) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any 13.4 Upon termination of this Agreementagreement due to a default by either of the parties and in addition to the rights granted to the aggrieved party in terms hereof, the aggrieved party shall be entitled, without prejudice to its other rights or remedies at law, to suspend performance of all its obligations in terms of this agreement. The Parties agree that any termination pursuant to Article VI will defaulting party shall be governed liable for all costs incurred by that Articlethe aggrieved party in connection with the recovery of monies and legal costs incurred in securing the rights of the aggrieved party in terms hereof.
10.3 Notwithstanding any 13.5 This agreement may be terminated by an agreement duly signed by both parties.
13.6 Upon the termination of this Agreementagreement for any reason whatsoever, Fund any right to exercise the right of copyright or license granted in terms hereof shall terminate and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant Licensee shall return to the terms Licensor any version or copy of the Computer Software Program in its possession and conditions any master copy of this Agreement as provided below, for the same and all Contracts Intellectual Property relating thereto in effect on its possession.
13.7 In the effective date event of termination of this Agreement agreement for any reason whatsoever, Altris Inc shall be entitled to require, within 14 (hereinafter referred fourteen) days of termination, that any maintenance or support agreement in respect of Altris products or any other Computer Software Program licensed by Altris Inc in terms hereof and to as the "Existing Contracts"). Specificallywhich Altris Limited is a party, be assigned to it or that it be entitled, without limitationprejudice to any other rights it may have, to maintain and support the relevant Computer Software Program. In this regard, Altris Limited shall make available all relevant information and shall sign all documents, upon demand, to give effect hereto. In addition hereto, the owners Licensor shall be entitled, from time to time, to conduct routine inspections as to the maintenance, marketing distribution of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among Computer Software Program and the Portfolios, redeem investments exercise by the Licensee of its rights in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions terms hereof and limitations set forth in this Agreement as applicable.
10.4 In the event of any termination of this Agreementregard, the Parties agree to cooperate Licensee shall furnish all reasonable information and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfoliogive effect hereto.
Appears in 1 contract
Samples: Agreement (Altris Software Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' written notice;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard XXX or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard XXX or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another's breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard XXX may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if Fund so elects to make additional Portfolio shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional a termination of this Agreement pursuant to Section 10.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio shares hereunder will available after such termination. If Portfolio shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Jefferson National Life Annuity Account E)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more PortfoliosSeries at the option of the terminating party:
(a) At the option of Insurance Company or the Fund at any time from the date hereof upon 60 days' written days advance notice, or later, upon -- receipt of any required exemptive relief or upon order from the Commission, unless otherwise agreed to in writing by the parties;
(b) at At the option of Insurance Company Company, if it determines that shares of any Portfolio Series are not reasonably available to meet the requirements of the Contracts; Contracts as determined by Insurance Company will furnish prompt written Company. Prompt notice of election to terminate and shall be furnished by Insurance Company, said termination will to be effective upon receipt of written notice by the other Partiesnotice;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at At the option of Insurance Company Company, upon the institution of formal proceedings against the Fund or Lazard or their respective affiliates its investment adviser by the Commission or the NASD Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, exercised in good faith, materially impair the otherFund's ability to meet and perform its the Funds obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurance Company with said termination to be effective as specified thereinupon receipt of notice;
(ed) at At the option of Fund the Fund, upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, exercised in good faith, materially impair the otherInsurance Company's ability to meet and perform its Insurance Company's obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by the Fund with said termination to be effective as specified thereinupon receipt of notice;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyFund, if that Party will the Fund shall determine, in its sole judgment reasonably exercised in good faith, that any other Party Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyFund or its investment adviser, such terminating Party will the Fund shall notify each other Party Insurance Company in writing of such determination and its intent to terminate this Agreement, and, if and after considering the actions taken by the entity suffering the adverse change or publicity Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will Fund shall continue to apply on the thirtieth (30th) day after following the giving of such notice has been received by all other Partiesnotice, such which thirtieth (30) day will shall be the effective date of termination;
(f) At the option of Insurance Company, if Insurance Company shall determine, in its sole judgment reasonably exercised in good faith, that the Fund has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of Insurance Company, Insurance Company shall notify the Fund in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Fund and any other changes in circumstances since the giving of such notice, such determination of Insurance Company shall continue to apply on the thirtieth (30th) day following the giving of such notice, which thirtieth (30th) day shall be the effective date of termination;
(g) Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
(h) In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal and/or state law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice;
(i) At the option of the Fund upon assignment (as defined a determination by the Board in good faith that it is no longer advisable and in the 0000 Xxxbest interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (i) shall be effective upon notice by the Fund to Insurance Company of such termination;
(j) At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
(k) At the option of either party to this Agreement, upon another party's material breach of any material provision of this Agreement;
(l) At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law;
(m) Upon assignment of this Agreement unless made with the written consent of the non-assigning Partiesparty;
(jn) at At the option of Insurance Company, upon receipt of Insurance Company's written notice by Fund, if Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any substitution successor or similar provision, or if Insurance Company reasonably and in good faith believes that Fund may fail to so qualify;
(o) At the option of Insurance Company, upon receipt of Insurance Company's written notice by Fund, with respect to any Series if Fund fails to meet the diversification requirements specified in this Agreement or if Insurance Company reasonably and in good faith believes Fund may fail to meet such requirements;
(p) At the option of Insurance Company or the Fund upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in the Account (or any subaccount) to substitute the shares of another investment company or series thereof for the corresponding Portfolio shares of the Fund in accordance with the terms of the Contracts, provided that Contracts for which those Portfolio shares had been selected to serve as the underlying investment media. Insurance Company has given at least forty-five days will give sixty (60) days' prior written notice to the Fund and Lazard of the date of substitutionany proposed vote or other action taken to replace the Fund's shares; or
(kq) at At the option of any PartyInsurance Company or the Fund upon a determination by a majority of the Fund Board, upon another Party's breach or a majority of any the disinterested Fund Board members, that an irreconcilable material representation, warranty, covenant conflict exists among the interests of: (i) all contract owners of variable insurance products of all separate accounts; or other provision (ii) the interests of the Participating Insurance Companies investing in the Fund as set forth in Article IV of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will Section 10.2(a), 10.2(d), 10.2(c), 10.2(f), 10.2(g) or 10.2(l) herein shall not affect the operation of Articles Article V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any Any termination pursuant to of this Agreement shall not affect the operation of Article VI will be governed by that ArticleIX of this Agreement.
10.3 Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Fund and Lazard mayits investment adviser shall, at the option of Insurance Company, continue to make available additional Portfolio Series shares pursuant to the terms and conditions of this Agreement as provided belowAgreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, limitation the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among in the PortfoliosSeries, redeem investments in the Portfolios Fund and/or invest in the Portfolios Fund upon the making of additional purchase payments under the Existing Contracts. The availability of additional If Series shares hereunder will continue to be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any available after a termination of this Agreement pursuant to Section 10.2, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the Parties agree other party, such notice to cooperate and give be for a period that is reasonable assistance under the circumstances but if given by the Fund, shall not be longer than the period needed by the Insurance Company, making a good faith effort, to one another in taking all obtain any necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months approval(s) from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected PortfolioCommission or any state regulatory authority.
Appears in 1 contract
Samples: Fund Participation Agreement (Riversource Variable Annuity Account)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' written notice;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will furnish prompt written notice of election to terminate and termination will be effective upon receipt of written notice by the other Parties;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;
(i) upon assignment (as defined in the 0000 Xxx1940 Act) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Phoenix Life & Annuity Variable Universal Life Account)
COMMENCEMENT AND TERMINATION. 10.1 2.1 This Agreement will be effective as of Contract begins on the date first written above it has been agreed by both BT and will the Developer and shall continue in force thereafter until terminated in accordance with the provisions hereinthis Contract.
10.2 This Agreement will 2.2 Either party may terminate without penalty as to one or more Portfoliosthis Contract immediately upon serving written notice on the other party where the other party:
(a) at any is in material breach of the terms of this Contract and such breach has a material adverse impact on the party serving notice (and, unless provided otherwise, where the breach is capable of remedy, the party has not remedied the breach within a reasonable time from of receiving notice requiring the date hereof upon 60 days' written noticebreach to be remedied);
(b) at persistently breaches terms of this Contract and such persistent breaches have a material adverse impact on the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will furnish prompt written notice of election to terminate and termination will be effective upon receipt of written notice by the other Partiesparty serving notice;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, ceases or threatens to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails cease to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Partiescarry on business;
(d) at is, or is deemed to be, unable to pay its debts as they fall due or is insolvent, suspends making payments on any debts or announces an intention to do so, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness by reason of actual or anticipated financial difficulties, has a moratorium declared in respect of any of its indebtedness, ceases or threatens to cease to carry on business, applies for an interim order under Section 252 of the option Insolvency Xxx 0000, has appointed in respect of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD it or any other regulatory bodyof its assets a liquidator, the expected trustee in bankruptcy, judicial custodian, supervisor, compulsory manager, receiver, administrative receiver, administrator or anticipated rulingsimilar officer (in each case whether out of court or otherwise), judgment takes or outcome of which would, suffers any similar action in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD any jurisdiction or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders step is taken (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests making of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business an application or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such any notice, such determination ) by it in respect of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date any of termination;
(i) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitutionthese circumstances; or
(ke) at the option as provided for in clause 14.7 below
2.3 Termination or expiry of any Party, upon another Party's this Contract shall not be deemed a waiver of a breach of any material representation, warranty, covenant term or other provision condition of this Agreement; notice of termination will Contract and shall be delivered by the terminating Party without prejudice to all other Parties and will be effective thirty days after the notice has been received by all other Partiesa party’s rights, but only if the breaching Party has not cured the breach, in all material respects, by the end of liabilities or obligations that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any accrued prior to such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Articleexpiry.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners 2.4 Each of the Existing Contracts parties’ rights to terminate or Insurance Company, whichever will have legal authority suspend performance is without prejudice to do so, will be permitted any other rights or remedies available to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicableeither party.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Contract
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfoliosprovided for by any of the following:
(a) As to any Participating Fund, at the option of any party to this Agreement, at any time from the date hereof upon 60 90 days' written notice;notice to the other parties to this Agreement, unless a different time is agreed to by all of the parties.
(b) As to any Participating Fund, at the option of Insurance Company Company, if it determines that shares of any Portfolio that Participating Fund are not reasonably available to meet the requirements of the Contracts; Contracts as determined by Insurance Company will furnish prompt written Company. Prompt notice of election to terminate and shall be furnished by Insurance Company, said termination will to be effective upon receipt of written such notice by the all other Parties;parties to this Agreement.
(c) As to a Participating Fund, at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, party to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates any other party to this Agreement by the Commission or the NASD Commission, National Association of Securities Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Companythe terminating party's reasonable judgment, materially impair the otherthat other party's ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by the terminating party to all other parties, with said termination to be effective as specified therein;upon receipt of notice by all such parties.
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability As to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between a Participating Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any Partyparty to this Agreement, if that Party will party shall determine, in its sole judgment reasonably exercised in good faith, that any other Party party to this Agreement (or any affiliate of such party) has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such party. Such terminating Party will party shall notify each other Party party in writing of such determination and its intent to terminate this Agreement, and, if if, after considering the actions taken by the entity suffering the adverse change or adverse publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will party shall continue to apply on the thirtieth sixtieth (60th) day after such notice has been received by all other Partiesparties, such thirtieth such, sixtieth day will shall be the effective date of termination;.
(e) As to a Participating Fund, upon termination of the Investment Advisory Agreement between that Participating Fund and Adviser or its successors unless each other party to this Agreement specifically approves the selection of a new Participating Fund's investment adviser. The terminating party shall give notice of such termination to all other parties, and the termination shall be effective as of a date specified in the notice, which shall be not more than 180 days after such notice has been received by all such other parties. The Issuer shall promptly furnish notice of termination of the Adviser to each other party to this Agreement.
(f) As to a Participating Fund, at the option of any other party to this Agreement, in the event that (i) Participating Fund ceases to qualify as a regulated investment company under subchapter M or any successor provision or fails to comply with the Section 817(h) diversification requirements specified in Sections 2.10 and 2.11 hereof, or if such other party reasonably believes that the Participating Fund may fail to so qualify or comply; or (ii) the Participating Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. The terminating party shall deliver notice to all other parties to this Agreement. The notice shall specify the effective date of the termination, which shall in no event be earlier than when all of such notices have been received by all other parties.
(g) At the option of the Distributor, the Adviser or the Transfer Agent upon a determination by the Fund's Board in good faith and in light of its fiduciary duties under federal and any applicable state laws to Participating Fund's shareholders, including Insurance Company and the Separate Account, that such termination is necessary and in the best interests of shareholders of that Participating Fund. The terminating party shall deliver notice to all other parties to this Agreement. The notice shall specify the effective date of the termination, which shall in no event be earlier than when all of such notices have been received by all other parties.
(h) At the option of the Distributor, the Adviser or the Transfer Agent if the Contracts cease to qualify as annuity contracts, endowments or life insurance policies, as applicable, under the Code, or if such terminating party reasonably believes that the Contracts may fail to so qualify. The terminating party shall deliver notice to all other parties to this Agreement. The notice shall specify the effective date of the termination, which shall in no event be earlier than when all of such notices have been received by all other parties.
(i) At the option of any party to this Agreement, upon assignment (as defined in the 0000 Xxx) another party's breach of any material provision of this Agreement. The terminating party shall deliver notice of such breach to all other parties to this Agreement. The termination shall be effective thirty days after the notice has been received by all such parties, unless made with but only if the written consent breaching party shall not have cured the breach, in all material respects, by the end of the nonthat 30-assigning Parties;day period.
(j) at At the option of the Distributor, the Adviser or the Transfer Agent, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law.
(k) At the option of the Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms Fund.
(l) Termination by mutual written agreement of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice parties to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Article.
10.3 Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, Fund the Issuer and Lazard maythe Distributor shall, at the option of the Insurance Company, continue to make available additional Portfolio shares of each Participating Fund pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfoliosin that Participating Fund, redeem investments in the Portfolios that Participating Fund and/or invest in the Portfolios that Participating Fund upon the making of additional purchase payments under the Existing Contracts. The availability If such Participating Fund shares continue to be made available after such termination, the provisions of additional shares hereunder will be subject this Agreement shall remain in effect, and thereafter either the Participating Fund or Insurance Company may terminate the Agreement as to that Participating Fund, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Participating Fund, need not be for more than six months.
10.4 Termination of this Agreement as applicableto any one Participating Fund shall not be deemed a termination as to any other Participating Fund.
10.4 In the event of any termination of this Agreement, the Parties 10.5 The parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from Participating Fund after the effective date of terminationthis Agreement's termination with respect to such shares or, if such ownership following termination cannot be avoided, that the duration thereof is as brief as reasonably practicable. Such steps may include, without limitationfor example, combining the affected Separate Account with another Separate Account, substituting other investment company fund shares for those of the affected PortfolioParticipating Fund, or otherwise terminating participation by the Contracts in such Participating Fund.
Appears in 1 contract
Samples: Fund Participation Agreement (Corporate Sponsored Vul Separate Account I)
COMMENCEMENT AND TERMINATION. 10.1 11.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 11.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at the option of any Party, at any time from the date hereof upon 60 180 days' ’ written notice;
(b) at the option of Insurance Company if it determines that shares Shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of Shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's Fund’s or Lazard’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's ’s reasonable judgment, materially impair the other's Insurance Company’s or Contract Distributor’s ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination; provided, however, that Fund shall make commercially reasonable efforts to notify Insurance Company prior to the suspension or termination will be delivered by Fund to all other Parties and will specify of the effective date offering of termination which will in no event be earlier than when all of any Portfolio Shares unless such notices have been received by all other Partiesnotification would conflict with any federal or state securities law or regulation;
(hg) at the option of any Party, if that Party will determineupon another’s breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving provided that such party has not cured such breach within 30 business days of receipt of written notice of such notice, such determination of breach from the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;non-breaching party; or
(ih) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will XI shall not affect the operation of Articles V VI or IX of this Agreement and such expense and indemnification provisions will survive any termination X of this Agreement. The Parties agree that any termination pursuant to Article VI will VII shall be governed by that Article.
10.3 11.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares Shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, if Fund so elects to make additional Portfolio Shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional shares hereunder will a termination of this Agreement pursuant to Section 11.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio Shares available after such termination. If Portfolio Shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 11.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 11.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares Shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) At the option of Insurer, Fund, or XXX at any time from the date hereof upon 60 90 days' written ’ notice, unless a shorter time is agreed to by the Parties;
(b) at At the option of Insurance Company Insurer if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will . Insurer shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at At the option of any Party other than Insurer or Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard the other or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer’s or Fund's ’s reasonable judgment, exercised in good faith, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurer or Fund, as the case may be, with termination to be effective as specified thereinupon receipt of notice;
(fd) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyInsurer or Fund, if that Party will either shall determine, in its sole judgment reasonably exercised in good faith, that any the other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyInsurer, such terminating Party will Fund or XXX, as the case may be. Insurer or Fund shall notify each the other Party in writing of any such determination and its intent to terminate this Agreement, and, if after considering which termination shall be effective on the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since sixtieth (60th) day following the giving of such notice, such provided the determination of Insurer or Fund, as the terminating Party will continue case may be, continues to apply on that date.
(e) Upon termination of the thirtieth day after Investment Management Agreement between Fund, on behalf of its Portfolios, and XXX or its successors unless Insurer specifically approves the selection of a new investment adviser for the Portfolios. Fund shall promptly furnish notice of such termination to Insurer;
(f) In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurer. Termination shall be effective immediately upon such occurrence without notice;
(g) At the option of Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement. Termination shall be effective upon notice has been received by all other PartiesFund to Insurer of such termination;
(h) At the option of Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such thirtieth day will be the effective date of terminationoccurrence or reasonable belief without notice;
(i) At the option of any Party, upon another’s breach of any material provision this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party;
(j) At the option of Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(k) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 10.3. Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, Fund and Lazard may, at the option of Insurance Company, XXX shall continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, the owners of the Existing Contracts or Insurance CompanyInsurer, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability provisions of additional shares hereunder will be subject this Agreement shall remain in effect and thereafter either Fund or Insurer may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 10.4. In the event of any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company mutual fund shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) At the option of Insurer, Distributor, Fund, or XXX at any time from the date hereof upon 60 days' written ’ notice, unless a shorter time is agreed to by the Parties;
(b) at At the option of Insurance Company Insurer if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will . Insurer shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at At the option of any Party other than Insurer or Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard the other or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer’s or Fund's ’s reasonable judgment, materially impair the other's ’s ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurer or Fund, as the case may be, with termination to be effective as specified thereinupon receipt of notice;
(fd) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyInsurer or Fund, if that Party will either shall determine, in its sole judgment reasonably exercised in good faith, that any the other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyInsurer, such terminating Party will Fund or XXX, as the case may be. Insurer or Fund shall notify each the other Party in writing of any such determination and its intent to terminate this Agreement, and, if after considering which termination shall be effective on the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since sixtieth (60th) day following the giving of such notice, such provided the determination of Insurer or Fund, as the terminating Party will continue case may be, continues to apply on that date.
(e) Upon termination of the thirtieth day after Investment Management Agreement between Fund, on behalf of its Portfolios, and XXX or its successors unless Insurer specifically approves the selection of a new investment adviser for the Portfolios. Fund shall promptly furnish notice of such termination to Insurer;
(f) In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurer. Termination shall be effective immediately upon such occurrence without notice;
(g) At the option of Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement. Termination shall be effective upon notice has been received by all other PartiesFund to Insurer of such termination;
(h) At the option of Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such thirtieth day will be the effective date of terminationoccurrence or reasonable belief without notice;
(i) At the option of any Party, upon another’s breach of any material provision this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party;
(j) At the option of Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(k) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, Fund and Lazard XXX may, at the option of Insurance CompanyFund, continue to make available additional Portfolio shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "“Existing Contracts"”). Specifically, without limitation, if Fund so elects to make additional Portfolio shares available, the owners of the Existing Contracts or Insurance CompanyInsurer, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional a termination of this Agreement pursuant to Section 10.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurer whether Fund shall continue to make Portfolio shares hereunder will available after such termination. If Portfolio shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurer may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In the event of any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company mutual fund shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more PortfoliosSeries at the option of the terminating party:
(a) At the option of Insurance Company or the Fund at any time from the date hereof upon 60 180 days' written notice, unless a shorter time is agreed to by the parties;
(b) at At the option of Insurance Company Company, if it determines that shares of any Portfolio Series are not reasonably available to meet the requirements of the Contracts; Contracts as determined by Insurance Company will furnish prompt written Company. Prompt notice of election to terminate and shall be furnished by Insurance Company, said termination will to be effective upon ten days after receipt of written notice by unless the other PartiesFund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at At the option of Insurance Company Company, upon the institution of formal proceedings against the Fund or Lazard or their respective affiliates by the Commission or the NASD Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the otherFund's ability to meet and perform its the Fund's obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurance Company with said termination to be effective as specified thereinupon receipt of notice;
(ed) at At the option of Fund the Fund, upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair the otherInsurance Company's ability to meet and perform its Insurance Company's obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by the Fund with said termination to be effective as specified thereinupon receipt of notice;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyFund, if that Party will the Fund shall determine, in its sole judgment reasonably exercised in good faith, that any other Party Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyFund or its investment adviser, such terminating Party will the Fund shall notify each other Party Insurance Company in writing of such determination and its intent to terminate this Agreement, and, if and after considering the actions taken by the entity suffering the adverse change or publicity Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will Fund shall continue to apply on the thirtieth sixtieth (60th) day after following the giving of such notice has been received by all other Partiesnotice, such thirtieth which sixtieth day will shall be the effective date of termination;
(f) Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
(g) In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice;
(h) At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
(i) At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
(j) At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
(k) At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
(l) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiesparty. Any such termination pursuant to this Article X will Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Articles Article V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any Any termination pursuant to of this Agreement shall not affect the operation of Article VI will be governed by that ArticleIX of this Agreement.
10.3 Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, the Fund and Lazard its investment adviser may, at the option of Insurance Companythe Fund, continue to make available additional Portfolio Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among in the PortfoliosSeries, redeem investments in the Portfolios Fund and/or invest in the Portfolios Fund upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the Parties agree other party, such notice to cooperate and give be for a period that is reasonable assistance to one another in taking all necessary and appropriate steps under the circumstances but, if given by the Fund, need not be for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond more than six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfoliomonths.
Appears in 1 contract
Samples: Fund Participation Agreement (Il Annuity & Insurance Co Separate Account 1)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' written notice;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard Asset Management LLC or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another's breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, will for a period of at the option of Insurance Company, least six months continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"), except in the case where the Fund is no longer available due to its liquidation or being merged out of existence. Specifically, without limitation, if Fund makes additional Portfolio shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional a termination of this Agreement pursuant to Section 10.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio shares hereunder will available after such termination. If Portfolio shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (First Metlife Investors Variable Annuity Account One)
COMMENCEMENT AND TERMINATION. 10.1 2.1 This Agreement will be effective as of Contract begins on the date first written above it is signed by duly authorised representatives of BT and will the Developer and shall continue in force thereafter until terminated in accordance with the provisions hereinthis Contract.
10.2 This Agreement will 2.2 Either party may terminate without penalty as to one or more Portfoliosthis Contract immediately upon serving written notice on the other party where the other party is:
(a) at any in material breach of the terms of this Contract and such breach has a material adverse impact on the party serving notice (and where the breach is capable of remedy, the party has not remedied the breach within a reasonable time from of receiving notice requiring the date hereof upon 60 days' written noticebreach to be remedied);
(b) at persistently breaches terms of this Contract and such persistent breaches have a material adverse impact on the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will furnish prompt written notice of election to terminate and termination will be effective upon receipt of written notice by the other Partiesparty serving notice;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, ceases or threatens to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails cease to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Partiescarry on business;
(d) at is, or is deemed to be, unable to pay its debts as they fall due or is insolvent, suspends making payments on any debts or announces an intention to do so, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness by reason of actual or anticipated financial difficulties, has a moratorium declared in respect of any of its indebtedness, ceases or threatens to cease to carry on business, applies for an interim order under Section 252 of the option Insolvency Xxx 0000, has appointed in respect of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD it or any other regulatory bodyof its assets a liquidator, the expected trustee in bankruptcy, judicial custodian, supervisor, compulsory manager, receiver, administrative receiver, administrator or anticipated rulingsimilar officer (in each case whether out of court or otherwise), judgment takes or outcome of which would, suffers any similar action in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD any jurisdiction or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders step is taken (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests making of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business an application or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such any notice, such determination ) by it in respect of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date any of termination;these circumstances.
(i) upon assignment (as defined in the 0000 Xxx) 2.3 Termination or expiry of this Agreement, unless made with the written consent Contract shall not be deemed a waiver of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's a breach of any material representation, warranty, covenant term or other provision condition of this Agreement; notice of termination will Contract and shall be delivered by the terminating Party without prejudice to all other Parties and will be effective thirty days after the notice has been received by all other Partiesa party’s rights, but only if the breaching Party has not cured the breach, in all material respects, by the end of liabilities or obligations that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any accrued prior to such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Articleexpiry.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners 2.4 Each of the Existing Contracts parties’ rights to terminate or Insurance Company, whichever will have legal authority suspend performance is without prejudice to do so, will be permitted any other rights or remedies available to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicableeither party.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Contract
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' written noticenotice by any party;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard LAM or their respective affiliates affilixxxs by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(e) at the option of Insurance Company, if Insurance Company determines in its sole judgment exercised in good faith, that Fund or LAM has suffered a material adxxxse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of Insurance Company, such termination to be effective sixty (60) days after receipt by Fund and LAM of written notice of the election to terminate;
(f) at the option of Fund and LAM, if Fund and LAM determine xx their sole judgment exercised in good faith, that Insurance Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of Fund or LAM, such termination to be efxxxtive sixty (60) days after receipt by Insurance Company of written notice of the election to terminate;
(g) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard LAM or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gh) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hi) at the option of any Party, if that Party will determineupon another's breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ij) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, LAM shall continue to make maxx available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability provisions of additional shares hereunder will be subject this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Riversource Variable Annuity Account)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' written notice;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard LAM or their respective affiliates by the Commission or the NASD or xx any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard LAM or its successors unless Insurance Company specifically specifxxxlly approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another's breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard LAM may, at the option of Insurance CompanyFund, continue to make available avaixxxle additional Portfolio shares for so long as Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if Fund so elects to make additional Portfolio shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability In the event of additional a termination of this Agreement pursuant to Section 10.2 hereof, Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company as to whether Fund shall continue to make Portfolio shares hereunder will available after such termination. If Portfolio shares continue to be subject made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 11.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 11.2 This Agreement will shall terminate without penalty as to one or more PortfoliosPortfolios as set forth below:
(a) at any time from the date hereof upon 60 days' written notice;
(b) at a. At the option of Insurance Company or the Fund, in each case with or without cause, upon 180 days' advance written notice (unless a shorter time is agreed to by the parties), which notice shall specify the Portfolio or Portfolios, Contracts and, if it determines that applicable, Separate Accounts as to which the Agreement is to be terminated;
b. At the option of Insurance Company, if shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Contracts as determined by Insurance Company will furnish prompt written Company, provided, however, that such termination shall apply only to those Portfolios the Shares of which are not reasonably available. Prompt notice of election to terminate and termination will shall be effective upon receipt of written notice by the other Parties;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued furnished by Insurance Company; , said termination to be effective ten (10) days after receipt of notice unless the Fund makes available a sufficient number of termination will be delivered by shares to meet the terminating Party to all other Parties and will specify requirements of the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other PartiesContracts within said ten-day period;
(d) at c. At the option of Insurance Company Company, upon the institution of formal proceedings against the Fund or Lazard or their respective affiliates by the Commission or the NASD Commission, Financial Industry Regulatory Authority or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the otherFund's ability to meet and perform its the Fund's obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurance Company with said termination to be effective as specified thereinupon receipt of notice;
(e) at d. At the option of Fund the Fund, upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD Financial Industry Regulatory Authority or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair the otherInsurance Company's ability to meet and perform its Insurance Company's obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by the Fund with said termination to be effective as specified thereinupon receipt of notice;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at e. At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyFund, if that Party will the Fund shall determine, in its sole judgment reasonably exercised in good faith, that any other Party Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyFund or its investment adviser, such terminating Party will the Fund shall notify each other Party Insurance Company in writing of such determination and its intent to terminate this Agreement, and, if and after considering the actions taken by the entity suffering the adverse change or publicity Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will Fund shall continue to apply on the thirtieth sixtieth (60th) day after following the giving of such notice has been received by all other Partiesnotice, such thirtieth which sixtieth day will shall be the effective date of termination;
(i) f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of the termination of the Investment Advisory Agreement to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon assignment (as defined such occurrence without notice;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the 0000 Xxxbest interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, fifteen (15) days after such party delivers to the other party notice of such other party's material breach of any provision of this Agreement unless such alleged breach is cured to the reasonable satisfaction of the notifying Party within such fifteen (15) day period;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Articleparty.
10.3 11.3 Notwithstanding any termination of this AgreementAgreement pursuant to Section 11.2 hereof, the Fund and Lazard its investment adviser may, at the option of Insurance Companythe Fund, continue to make available additional Portfolio shares Shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Portfolio Shares available, the owners of the Existing Contracts or Insurance Company, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among in the PortfoliosPortfolio, redeem investments in the Portfolios Fund and/or invest in the Portfolios any additional Portfolio upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any a termination of this Agreement pursuant to Section 11.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make additional Portfolio Shares available after such termination. If additional Portfolio Shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 11.3, upon prior written notice to the Parties agree other party, such notice to cooperate and give be for a period that is reasonable assistance to one another in taking all necessary and appropriate steps under the circumstances but, if given by the Fund, need not be for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond more than six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfoliomonths.
Appears in 1 contract
Samples: Fund Participation Agreement (Forethought Life Insurance Co Separate Account A)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement will shall terminate without penalty as to one or more PortfoliosPortfolios at the option of the terminating party:
(a) a. At the option of Insurance Company or the Fund at any time from the date hereof upon 60 180 days' ’ advance written notice, unless a shorter time is agreed to by the parties;
(b) at b. At the option of Insurance Company Company, if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts or are not “appropriate funding vehicles” for the Contracts; , as reasonably determined by Insurance Company. Without limiting the generality of the foregoing, the shares of a Portfolio would not be “appropriate funding vehicles” if, for example, such shares did not meet the diversification or other requirements referred to in Article II hereof, or Insurance Company will furnish prompt written received notice from the Fund or XXX that it believed such requirements might not be met in the future. Prompt notice of the election to terminate for such cause and an explanation of such cause shall be furnished to the Fund by Insurance Company. Prompt notice of election to terminate and termination will shall be effective upon receipt of written notice by the other Parties;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued furnished by Insurance Company; , said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of termination will be delivered by shares to meet the terminating Party to all other Parties and will specify requirements of the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other PartiesContracts within said ten-day period;
(d) at c. At the option of Insurance Company Company, upon the institution of formal proceedings against the Fund or Lazard or their respective affiliates its principal underwriter by the Commission or Commission, the NASD National Association of Securities Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the other's Fund’s ability to meet and perform its the Fund’s obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurance Company with said termination to be effective as specified thereinupon receipt of notice;
(e) at d. At the option of Fund the Fund, upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD National Association of Securities Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's ’s reasonable judgment, materially impair the other's Insurance Company’s ability to meet and perform its Insurance Company’s obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by the Fund with said termination to be effective as specified thereinupon receipt of notice;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at e. At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any Partyeither party, if that Party will the first party shall determine, in its sole judgment reasonably exercised in good faith, that any other Party the second party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Partyfirst party, such terminating Party will the first party shall notify each other Party second party in writing of such determination and its intent to terminate this Agreement, and, if and after considering the actions taken by the entity suffering the adverse change or publicity second party and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will first party shall continue to apply on the thirtieth sixtieth (60th) day after following the giving of such notice has been received by all other Partiesnotice, such thirtieth which sixtieth day will shall be the effective date of termination;
(i) f. Upon termination of the Investment Management Agreement between the Fund and XXX or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser, or upon assignment (the sale, acquisition or change of control of XXX. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as defined the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the 0000 Xxxbest interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of Insurance Company or the Fund, upon a party’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the non-breaching party within 10 days after written notice of such breach is delivered to the breaching party;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
1. Upon assignment of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Articleparty.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will be effective as of the date first written above and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) at any time from the date hereof upon 60 days' written notice;
(b) at the option of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(ed) at the option of Fund upon the institution of formal proceedings against Insurance Company or its Contract Distributor or their respective affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will shall be furnished with termination to be effective as specified therein;
(fe) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard Asset Management LLC or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(gf) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Partiestermination;
(hg) at the option of any Party, if that Party will determineupon another's breach of any material representation, in its sole judgment reasonably exercised in good faith, that any warranty or other Party has suffered a material adverse change in its business or financial condition or is the subject provision of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;; or
(ih) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties TheParties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions and limitations set forth in this Agreement as applicable.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Metlife Investors Usa Separate Account A)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement will shall be effective as of the date first written above hereof and will shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement will shall terminate without penalty as to one or more Portfolios:
(a) At the option of Insurer, Distributor, Fund or XXX at any time from the date hereof upon 60 90 days' written notice, unless a shorter time is agreed to by the Parties;
(b) at At the option of Insurance Company Insurer if it determines that shares of any Portfolio are not reasonably available to meet the requirements of the Contracts; Insurance Company will . Insurer shall furnish prompt written notice of election to terminate and termination will shall be effective upon ten days after receipt of written notice by unless Fund makes available a sufficient number of shares to meet the other Partiesrequirements of the Contracts within such ten day period;
(c) at At the option of any Party other than the Insurer or Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard the other or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer's or Fund's reasonable judgmentjudgment exercised in good faith, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written . Prompt notice of election to terminate will shall be furnished by Insurer or Fund, as the case may be, with termination to be effective as specified thereinupon receipt of notice;
(fd) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at At the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any PartyInsurer or Fund, if that Party will either shall determine, in its sole judgment reasonably exercised in good faith, that any the other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating PartyInsurer, such terminating Party will Fund or XXX, as the case may be. Insurer or Fund shall notify each the other Party in writing of any such determination and its intent to terminate this Agreement, and, if after considering which termination shall be effective on the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since sixtieth (60th) day following the giving of such notice, such provided the determination of Insurer or Fund, as the terminating Party will continue case may be, continues to apply on that date.
(e) Upon termination of the thirtieth day after Investment Management Agreement between Fund, on behalf of its Portfolios, and XXX or its successors unless Insurer specifically approves the section of a new investment adviser for the Portfolios. Fund shall promptly furnish notice of such termination to Insurer;
(f) In the event Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurer. Termination shall be effective immediately upon such occurrence without notice;
(g) At the option of Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement. Termination shall be effective upon notice has been received by all other PartiesFund to Insurer of such termination;
(h) At the option of Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such thirtieth day will be the effective date of terminationoccurrence or reasonable belief without notice;
(i) At the option of any Party, upon another's breach of any material provision this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party;
(j) At the option of Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice;
(k) Upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will shall not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will shall be governed by that Article.
10.3 Notwithstanding any termination of this AgreementAgreement pursuant to Section 10.2 hereof, Fund and Lazard may, at the option of Insurance Company, XXX shall continue to make available additional Portfolio shares pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as the "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or Insurance Companyinsurer, whichever will shall have legal authority to do so, will shall be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability provisions of additional shares hereunder will be subject this Agreement shall remain in effect and thereafter either Fund or Insurer may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the restrictions and limitations set forth in this Agreement as applicableother Parties, such notice to be for a period that is reasonable under the circumstances but, if given by Fund, need not be for more than six months.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (American Enterprise Variable Life Account)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement agreement shall begin when the client accepts a quote and pays the corresponding deposit invoice for xXxXxxxx.xx ser- vice and shall continue until all services are complete and delivered, or until the agreement is terminated. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, orc ustodian is appointed for it. In the event of termination, client shall pay XxXxxxx.xx for all services performed through the date of termination in the amount of a pro-rated portion of the fees due. For clarity purposes halfway( 50% of a project) would be the website has 50% pages created, placeholder (or singed off images) are in, content is added. DELAYS & PROJECT EXPIRATION Client shall use all reasonable efforts to provide required information, materials and approvals for the project. Any delay by client will result in a day-for-day extension of the due date for all deliverables. Each party shall usereasonable efforts to notify the other party, in writing, of a delay. Projects that are not completed (due to lack of information/lack of assets or reasonable attempts from the client to assist the advancement of the Project or Client circumstances which inhibits the completion of the Project) within 6 months will expire and any payments or deposits the Cli- ent has paid will be effective as forfeited and cannot be redeemed or transferred to another Project. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date first written above of agreement, power failure, fire, flood, acts of god, labour disputes, riots, acts of war, terrorism andepidemics/pandemics. COMPENSATION Client agrees to pay designer the fees listed in the project proposal, including all taxes. Pricing in the project proposal in- cludes only designer fees. Any other costs, such as hosting, printing, art licensing or photography, will be billed to Client. TECHNOLOGICAL ADVANCEMENTS The Client is to refer to hosting and will continue in force until terminated in accordance with domain name providers for queries regarding the provisions herein.
10.2 This Agreement will terminate without penalty as following services: Domain names, Hosting and registration, SSL certificates, Email addresses and Email hosting. The Client is to one or more Portfolios:
refer totheir technical support company for queries regarding the following services and their applicable Terms &Conditions: Set up of email addresses, Emails going to Spam/Junk, Email not functioning and Email Xxxxxxxxxx.XxXxxxx.xx holds no responsibility if: (a) at any time from the date hereof upon 60 days' written notice;
your email addresses are targeted with spam as it is outside of our controlor (b) the Client’s email account details are obtained and used to send spam or malicious material. XxXxxxx.xx build and design websites to the best of their knowledge at the option time of Insurance Company completion. We shall not take responsibility if it determines that shares the Client’s site is “hacked” or maliciously attacked in form. ByApril. co will not be held responsible and is not liable for any loss of any Portfolio are not reasonably available income to meet arise from the requirements of Client’s web site “going down”, being hacked or otherwise. DESIGN The Client agrees to allow: (a) XxXxxxx.xx to add a small credit on the Contracts; Insurance Company will furnish prompt written notice of election to terminate and termination Client’s website. This will be effective upon receipt of written notice by the other Parties;
(c) at the option of any Party other than Fund, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund or Lazard or their respective affiliates by the Commission or the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commission, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection form of a new investment adviser for the Portfolios; notice small line of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of terminationtext, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination shall be effective upon notice by Fund to Insurance Company of such termination will be delivered by Fund to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;
(h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;
(i) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty placed towards the bottom of the web page; (b) XxXxxxx.xx to place its designs and work, along with a hyperlink to the Client’s site on XxXxxxx.xx own website for self-promotional services, unless agreed to the contrary in writing by both parties. Removal of our Credit on your website will attract a fee of $1200inc.gst. The Client understand that XxXxxxx.xx does not take any responsibility for Trademarking of any kind and that it ist he Cli- ent’s responsibility to check trade-marking laws and existing Trademarks for availability. For Branding Packages, XxXxxxx.xx will provide the Client with three (2) rounds of minor refinements with no extra cost within seven (14) days of submission to the Client for review. (“Review Period”). Minor refinements include colour xxxxx- es (to others mentioned as per the brief), font swapping between concepts or a minor font change (to another style as mentioned in the brief), changes to size or hierarchy, and adding or removing of a graphic element. Request for minor changes are to be made via e-mail. XxXxxxx.xx will presume that the Client has accepted the original draft with no xxxxx- es, if no emails requesting changes were made within seven (14) days ofthe commencement of the review period. For Website Designs, XxXxxxx.xx will provide the Client with one (1) round of minor refinements per page with no extra cost within seven (14) days of submission to the Client for review. (“Review Period”). Minor refinements include colour changes, font changes, switching out images, textual changes, small alterations to movement ofelements on the website, change of images. Minor refinements do not include adding extra pages, custom CSS, third party plugin integration, ex- tra content uploads that were not originally covered under the original project briefor updating spelling mistakes that are the direct result of Client providing their own Copy. Request for minor changes are to be made via e-mail. XxXxxxx.xx will presume that the Client has accepted theoriginal draft with no changes, if no emails requesting changes were made within seven (14) days of thecommencement of the review period. CHANGES TO PROJECT SCOPE If client wants to change the scope of work after the notice has been received by all other Partiesacceptance of this agreement, but only if the breaching Party has not cured the breachclient shall send designer a written change order (detailed, in all material respectsone email) describing the requested changes in detail. Within ten (10) days of receiving a change order, by the end of that thirty day period designer will respond with a statement proposing designers availability, additional fees, changes to deliv- ery dates, and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any termination of this Agreement. The Parties agree that any termination pursuant to Article VI will be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant modification to the terms and conditions conditions. Designer will evaluate each change order atits standard rate and charges. Client will be billed on a time and materials basis at XxXxxxx.xx based upon a value based pricing structure (and not hourly rate). Such charges shall be in addition to all other amount payable under this agreement, despite any maximum budget, con- tract price or final price identified. Designer may extend or modify any delivery schedule or deadlines in the agreement as may be required by such changes. Client will have ten (10) days to respond in writing accepting or rejecting the new proposal. If client rejects the proposal, designer will not be obligated to perform any services beyond those in the original agreement. If the proposal for the amended project scope from XxXxxxx.xx is rejected by the Client, XxXxxxx.xx is not obliged to per- form any services beyond those in the Original Agreement. XxXxxxx.xx reserves the right to extend or modify any delivery schedule or deadlines in the agreement as may be required by such changes. RUSH SERVICES If the Client requires design work expedited (outside of this Agreement as provided belowproject scope and agreed upon time frames), XxXxxxx.xx will try to accommodate you, but please know that good design cannot be rushed. We have other clients booked in that have paid for all Contracts our time and their spot in effect the queue and we will need to be financially compensated for working overtime. Any requests for work to be expedited before my earliest calendar start date (defined by any project or work requiring me to work after regular business hours, weekends and/or on Australian national holidays or knowvacation times) will incur an additional 50% fee of the effective date branding and/or website package cost. EVALUATION AND ACCEPTANCE Client shall, within ten (10) business days after receiving each deliverable, notify XxXxxxx.xx in writing of termination any failure o comply with the specification of this Agreement the project proposal or of any other objections, corrections or changes required. XxXxxxx.xx shall, within ten (hereinafter referred 10) business days of receiving client’s notification, correct and submit a revised deliverable to client. Client shall, within fifteen (15) business days of receiving a revised deliverable, either approve the corrected version or make further changes. If after three (2) refinements or corrections by us, you as the "Existing Contracts"). Specifically, without limitationclient finds the deliverables not unsatisfactory between both parties, the owners of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be client may terminate this agreement subject to the restrictions termination clauses of this agreement. If client fails to provide approval or comments during any approval period, those deliverables will be considered approved and limitations set forth accepted. CONFIDENTIAL INFORMATION All material considered confidential by either party shall be designated as confidential. RELATIONSHIP OF THE PARTIES No agency, partnership, joint venture, or employee-employer relationship is intended or created by this agreement. Neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement agreement. XxXxxxx.xx and the work product or deliverables prepared by us shall not be deemed a work for hire as applicabledefined under copyright law. All rights granted to client are contractual in nature and are expressly defined by this agreement. NO WARRANTY XxXxxxx.xx services are provided on an “as is” basis, and without any warranty or condition, express or implied.
10.4 In the event of any termination of this Agreement, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Terms and Conditions
COMMENCEMENT AND TERMINATION. 10.1 13.1 This Agreement will agreement shall be effective as deemed to have commenced, notwithstanding the date of signature hereof, on the closing date of the date first written above restructuring agreement and will shall continue in force until it is terminated in accordance with the provisions hereinof this 13.
10.2 This Agreement will terminate without penalty as 13.2 In addition to one or more Portfolios:
(a) any rights of termination which either party may have at any time from the date hereof upon 60 days' law, this agreement may be terminated by either party, by written notice, without prejudice to the aggrieved party's rights to recover all damages and losses it may suffer and otherwise:-
13.2.1 should the other party commit a breach of any of the terms of this agreement and fail to rectify the breach within a period of 30 (thirty) days of receipt of a written notice specifying the breach;
(b) at 13.2.2 immediately should the option breach be irremediable and material going to the root of Insurance Company if it determines that shares of any Portfolio are not reasonably available to meet this agreement.
13.3 In the requirements event of the Contracts; Insurance Company will furnish prompt written notice of election to terminate and termination will be effective upon receipt of written notice by the other Parties;
(c) at the option of any Party other than Fundinsolvency, in the event that (i) the Portfolio ceases, after the passage of any applicable grace period, to qualify as a regulated investment company under Subchapter M of the Code liquidation or any successor provision or fails to comply with the diversification requirements of Section 817(h) of the Code specified in Section 2.5 of this Agreement, or if such terminating Party reasonably believes that the Portfolio may fail to so qualify or comply or (ii) the Portfolio's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be earlier than when all of such notices have been received by all other Parties;
(d) at the option of Insurance Company upon the institution of formal proceedings against Fund the defaulting party or Lazard the defaulting party making any arrangements or their respective affiliates filing any documents in a court in contemplation of insolvency, then and in any such event, without prejudice to the aggrieved party's rights, the entire balance of all and any monies due by the Commission or defaulting party to the NASD or any other regulatory bodyparty shall immediately become due and payable, notwithstanding that it would not otherwise have been due. In such an event, and failing payment of the full amount due within 5 days of a written demand by the aggrieved party, the expected or anticipated rulingaggrieved party shall be entitled, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt either terminate this agreement by written notice of election or to terminate will be furnished with termination to be effective as specified therein;
(e) at the option of Fund upon the institution of formal proceedings against Insurance Company or its affiliates by the Commissionclaim specific performance; provided that in either event, the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the other's ability to meet and perform its obligations and duties hereunder; prompt written notice of election to terminate will be furnished with termination to be effective as specified therein;
(f) upon termination of the Investment Management Agreement between Fund, on behalf of its Portfolios, and Lazard or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios; notice of termination will be delivered by the terminating Party to all other Parties and will specify the effective date of termination, which will in no event be more than 180 days after such notices will have been received by all other Parties; Fund will promptly furnish notice of termination of the Investment Management Agreement to each other Party;
(g) at the option of Fund upon a determination by the Board in good faith and in light of its fiduciary duties to the Portfolios' shareholders (including, without limitation, Insurance Company and the Separate Accounts) under federal and any applicable state laws that it is no longer advisable and in the best interests of shareholders for Fund to continue to operate pursuant to this Agreement; notice of termination aggrieved party shall be effective upon notice by Fund entitled to Insurance Company of such termination will be delivered by Fund recover all damages it may suffer and all amounts due to all other Parties and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties;it.
(h) at the option of any Party, if that Party will determine, in its sole judgment reasonably exercised in good faith, that any other Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the terminating Party, such terminating Party will notify each other Party in writing of such determination and its intent to terminate this Agreement, and, if after considering the actions taken by the entity suffering the adverse change or publicity and any other changes in circumstances since the giving of such notice, such determination of the terminating Party will continue to apply on the thirtieth day after such notice has been received by all other Parties, such thirtieth day will be the effective date of termination;
(i) upon assignment (as defined in the 0000 Xxx) of this Agreement, unless made with the written consent of the non-assigning Parties;
(j) at the option of Insurance Company, upon any substitution of the shares of another investment company or series thereof for shares of Fund in accordance with the terms of the Contracts, provided that Insurance Company has given at least forty-five days prior written notice to Fund and Lazard of the date of substitution; or
(k) at the option of any Party, upon another Party's breach of any material representation, warranty, covenant or other provision of this Agreement; notice of termination will be delivered by the terminating Party to all other Parties and will be effective thirty days after the notice has been received by all other Parties, but only if the breaching Party has not cured the breach, in all material respects, by the end of that thirty day period and will specify the effective date of termination which will in no event be earlier than when all of such notices have been received by all other Parties. Any such termination pursuant to this Article X will not affect the operation of Articles V or IX of this Agreement and such expense and indemnification provisions will survive any 13.4 Upon termination of this Agreementagreement due to a default by either of the parties and in addition to the rights granted to the aggrieved party in terms hereof, the aggrieved party shall be entitled, without prejudice to its other rights or remedies at law, to suspend performance of all its obligations in terms of this agreement. The Parties agree that any termination pursuant to Article VI will defaulting party shall be governed liable for all costs incurred by that Articlethe aggrieved party in connection with the recovery of monies and legal costs incurred in securing the rights of the aggrieved party in terms hereof.
10.3 Notwithstanding any 13.5 This agreement may be terminated by an agreement duly signed by both parties.
13.6 Upon the termination of this Agreementagreement for any reason whatsoever, Fund any right to exercise the right of copyright or license granted in terms hereof shall terminate and Lazard may, at the option of Insurance Company, continue to make available additional Portfolio shares pursuant Licensee shall return to the terms Licensor any version or copy of the Computer Software Program in its possession and conditions any master copy of this Agreement as provided below, for the same and all Contracts Intellectual Property relating thereto in effect on its possession.
13.7 In the effective date event of termination of this Agreement agreement for any reason whatsoever, Spescom CIT shall be entitled to require, within 14 (hereinafter referred fourteen) days of termination, that any maintenance or support agreement in respect of Spescom products or any other Computer Software Program licensed by Spescom CIT in terms hereof and to as the "Existing Contracts"). Specificallywhich Altris Limited is a party, be assigned to it or that it be entitled, without limitationprejudice to any other rights it may have, to maintain and support the relevant Computer Software Program. In this regard, Altris Limited shall make available all relevant information and shall sign all documents, upon demand, to give effect hereto. In addition hereto, the owners Licensor shall be entitled, from time to time, to conduct routine inspections as to the maintenance, marketing distribution of the Existing Contracts or Insurance Company, whichever will have legal authority to do so, will be permitted to reallocate investments among Computer Software Program and the Portfolios, redeem investments exercise by the Licensee of its rights in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The availability of additional shares hereunder will be subject to the restrictions terms hereof and limitations set forth in this Agreement as applicable.
10.4 In the event of any termination of this Agreementregard, the Parties agree to cooperate Licensee shall furnish all reasonable information and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the affected Portfoliogive effect hereto.
Appears in 1 contract
Samples: Agreement (Altris Software Inc)
