COMMENCEMENT AND TERMINATION. 5.1 This Agreement shall take effect when executed and shall apply in relation to the year of account specified in the first Agents’ Syndicate List signed by both the Members’ Agent and the Managing Agent and to subsequent years of account unless and until terminated pursuant to any of the following provisions of this clause 5. 5.2 This Agreement shall terminate if there cease to be any Relevant Syndicates as defined in clause 1.1. (a) Except in so far as the Council may otherwise direct, this Agreement shall be suspended forthwith if the Members’ Agent or the Managing Agent ceases for any reason to be an underwriting agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 5.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow. (b) If before the expiration of the period referred to in paragraph (a) above the Members’ Agent or, as the case may be, the Managing Agent has delegated the services to be provided, the duties to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) of the relevant Members’ Agent’s Agreements or, as the case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and the person or persons to whom such services, duties and powers have been delegated. (c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Names in place of the Members’ Agent or the Managing Agent, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and that Substitute Agent. (d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent and the Managing Agent. 5.4 Upon the termination of this Agreement pursuant to the preceding paragraphs of this clause 5 the Members’ Agent and the Managing Agent shall nevertheless continue to be bound by the duties imposed by this Agreement: (a) in relation to any matter arising out of business of any of the Relevant Syndicates allocated to a year of account which at the date of termination has not been closed, until that year of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determined; and (b) so long as is necessary to enable both the Members’ Agent and the Managing Agent to deal with and determine any matters arising in connection with the business of any of the Relevant Syndicates allocated to a year of account which has been closed (whether before or after the termination of this Agreement).
Appears in 5 contracts
Samples: Agency Agreements, Members' Agent's Agreement, Agency Agreements
COMMENCEMENT AND TERMINATION. 5.1 10.1 This Agreement shall take effect when executed and shall apply continue in relation to the year of account specified in the first Agents’ Syndicate List signed by both the Members’ Agent and the Managing Agent and to subsequent years of account unless and force until terminated pursuant to any of in accordance with the following provisions of this clause 5herein.
5.2 10.2 This Agreement shall terminate if there cease without penalty as to be any Relevant Syndicates as defined in clause 1.1.
(a) Except in so far as the Council may otherwise direct, this Agreement shall be suspended forthwith if the Members’ Agent one or the Managing Agent ceases for any reason to be an underwriting agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 5.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow.
(b) If before the expiration of the period referred to in paragraph (a) above the Members’ Agent or, as the case may be, the Managing Agent has delegated the services to be provided, the duties to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) of the relevant Members’ Agent’s Agreements or, as the case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and the person or persons to whom such services, duties and powers have been delegated.
(c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Names in place of the Members’ Agent or the Managing Agent, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and that Substitute Agent.
(d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent and the Managing Agent.
5.4 Upon the termination of this Agreement pursuant to the preceding paragraphs of this clause 5 the Members’ Agent and the Managing Agent shall nevertheless continue to be bound by the duties imposed by this Agreementmore Portfolios:
(a) in relation to at any matter arising out of business of any of the Relevant Syndicates allocated to a year of account which at time from the date of termination has not been closed, until that year of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determined; andhereof upon 60 days' written notice by any party;
(b) so long 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 shall furnish prompt written notice of election to terminate and termination shall be effective ten days after receipt of written notice unless Fund makes available a sufficient number of shares to meet the requirements of the Contracts within such ten day period;
(c) at the option of Insurance Company upon the institution of formal proceedings against Fund or XXX or their respective affiliates by the Commission 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 shall be furnished with termination to be effective as specified therein;
(d) at the option of Fund upon the institution of formal proceedings against Insurance Company or 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 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 necessary the subject of material adverse publicity which is likely to enable both have a material adverse impact upon the Members’ Agent 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 Managing Agent election to deal with 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 XXX or its successors unless Insurance Company specifically approves the selection of a new investment adviser for the Portfolios;
(h) 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 by Fund to Insurance Company of such termination;
(i) at the option of any matters arising in connection Party, upon another's breach of any material representation, warranty or other provision of this Agreement; or
(j) upon assignment of this Agreement, unless made with the business of any written consent of the Relevant Syndicates allocated non-assigning Parties. Any such termination pursuant to a year this Article X shall not affect the operation of account which has been closed (whether before Articles V or after the IX of this Agreement. The Parties agree that any termination pursuant to Article VI shall be governed by that Article.
10.3 Notwithstanding any termination of this Agreement, Fund and 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 shall have legal authority to do so, 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 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 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 4 contracts
Samples: Fund Participation Agreement (Riversource of New York Account 8), Fund Participation Agreement (Riversource Variable Account 10), Fund Participation Agreement (Riversource Variable Life Separate Account)
COMMENCEMENT AND TERMINATION. 5.1 This 12.1 The Agreement shall take effect when executed continue for the minimum Period unless the Hirer exercises it right to terminate the Agreement, earlier by giving to Company at least one month’s notice to terminate. in order to exercise this right of early termination the Agreement must have been allowed to run for at least 18 months though this may include the period of the notice.
12.2 if the Hirer shall fail to pay any Rental Fees or other sum payable under this Agreement within 14 days of its becoming due (whether demanded or not), or if Company is unable to direct debit Hirer’s account because there is insufficient funds, or the bank account has closed, or Company direct debit attempt has been blocked, or Hirer shall commit a breach of the other terms and conditions whether express or implied of this Agreement or shall apply do or allow to be done any act or thing which in relation the opinion of Company may jeopardise Company rights in the Equipment, then in each and every such case the Hirer shall be deemed to have repudiated this Agreement and Company may thereupon by notice in writing to the year Hirer for all purposes forthwith terminate the hire constituted by this Agreement.
12.3 if the Hirer, being a body corporate, shall enter into liquidation, shall call any meeting of account specified in the first Agents’ Syndicate List signed by both the Members’ Agent and the Managing Agent and to subsequent years its creditors or shall have a receiver or receiver manager of account unless and until terminated pursuant to all or any of its undertakings or assets appointed, or shall suffer the following appointment or the presentation of a petition for the appointment of an Administrator under the provisions of this clause 5.
5.2 This Agreement Part 1 of the insolvency Xxx 0000, or shall terminate if there cease be deemed by virtue of section 123 of the insolvency XXX 0000 to be any Relevant Syndicates as defined unable to pay its debts, then in clause 1.1.
(a) Except in so far as each and every such case the Council may otherwise direct, hire constituted by this Agreement shall be suspended forthwith if ipso facto and without notice terminate and no payment subsequently accepted by Company without knowledge of such termination shall in any way prejudice or affect the Members’ Agent or operation of this clause.
12.4 Company reserves the Managing Agent ceases for any reason to be an underwriting agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject terminate this Agreement at any time upon written notice to the following provisions of this clause 5.3, shall terminate on Hirer in the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of event that seven day period allow.
(b) If before the expiration of the period referred Company ceases to in paragraph (a) above the Members’ Agent or, as the case may be, the Managing Agent has delegated make available the services to be provided, the duties to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) of the relevant Members’ Agent’s Agreements or, as the case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and the person or persons to whom such services, duties and powers have been delegatedits Hirers.
(c) If before the expiration of the period referred 12.5 The Hirer shall upon any termination under sections 12.1, 12.2 and 12.3 above pay to in paragraph (a) above a Substitute Agent has been appointed by the Council to act Company:
12.5.1 all remaining Rental Fees due for the Names in place Period of Hire;
12.5.2 the Members’ Agent or the Managing Agent, this Agreement shall, subject to the requirements cost of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, all repairs required as the case may be, the Members’ Agent and that Substitute Agent.
(d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent and the Managing Agent.
5.4 Upon the termination of this Agreement pursuant to the preceding paragraphs of this clause 5 the Members’ Agent and the Managing Agent shall nevertheless continue to be bound by the duties imposed by this Agreement:
(a) in relation to any matter arising out of business of any of the Relevant Syndicates allocated to a year of account which at the date of termination has not been closed, until that year (excluding those covered under the Repair services);
12.5.3 reasonable compensation for the loss suffered by Company as a result of account is closed or, if it is not closed, until such termination such loss being determined by Company having regard to all matters arising from the business of that year of account have been determinedrelevant circumstances; and
(b) so long as 12.5.4 any other sums which are or become due to Company or to which Company is necessary entitled by way of damages.
12.6 The Hirer shall upon any termination under section 12.4 above pay to enable both the Members’ Agent and the Managing Agent to deal with and determine any matters arising in connection with the business of any of the Relevant Syndicates allocated to a year of account which has been closed (whether before or after the termination of this Agreement).Company
Appears in 3 contracts
Samples: Purchase and Service Agreement, Hire Agreement, Hire Agreement
COMMENCEMENT AND TERMINATION. 5.1 11.1 This Agreement shall take effect when executed and shall apply in relation to the year of account specified in the first Agents’ Syndicate List signed by both the Members’ Agent Name and the Managing Agent and to subsequent years of account unless and until the appointment of the Agent is terminated by operation of law or pursuant to any of the following provisions of this clause 511.
5.2 This Agreement shall 11.2 The appointment of the Agent shall, subject to clause 11.7, terminate forthwith:
(a) if there cease the Name ceases to be any Relevant Syndicates as defined in clause 1.1an underwriting member of Lloyd’s; or
(b) if the Name’s underwriting membership or underwriting is suspended by the Council consequent upon the outcome of disciplinary proceedings.
(a) Except in so far as the Council may otherwise direct, this Agreement the appointment of the Agent shall be suspended forthwith if the Members’ Agent or the Managing Agent ceases for any reason to be an underwriting a members’ agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 5.311.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow.
(b) If Notwithstanding the suspension of the Agent’s appointment under paragraph (a) above it may before the expiration of the period referred to in paragraph (a) above that paragraph, with the Members’ Agent orprior approval of the Council and subject to and in accordance with clause 7.1(i), as the case may be, the Managing Agent has delegated delegate the services to be provided, the duties to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) of a person or persons acceptable to the relevant Members’ Agent’s Agreements orCouncil, as the in which case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent Name and the person or persons to whom such services, duties and powers have been delegated.
(c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Names Name in place of the Members’ Agent or the Managing Agent, this Agreement shallshall continue in effect, subject to the requirements of the Councilclause 10.2, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent Name and that Substitute Agent.
(d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting a members’ agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or (as the case may be) of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent Name and the Managing Agent.
5.4 11.4 The Name may terminate the appointment of the Agent under this Agreement, subject to clause 11.7, by notice in writing given by the Name to the Agent by 30 September (or by any later date which the Agent may in any particular case permit) in any year and expiring at the end of that year.
11.5 The Agent may, with the prior approval of the Council and subject to clause 11.7, terminate its appointment under this Agreement by notice in writing given by the Agent to the Name by 31 May (or such later date as the Council may allow) in any year and expiring at the end of that year.
11.6 The Agent may terminate its appointment under this Agreement, subject to clause 11.7, by not less than 48 hours’ notice in writing given to the Name if:
(a) the Name fails to comply with a request made by the Agent in accordance with clause 9.1 to pay monies by the date specified under clause 9.1(b) as the date for payment;
(b) any event falling within clause 9.4(a)(ii) to (xi) occurs in relation to the Name; or
(c) the Name becomes, through mental or other infirmity, incapable of managing his affairs, unless either (i) the Name has validly appointed an attorney under the Enduring Powers of Attorney Act 1985 and the instrument appointing the attorney has within a reasonable time of the Name becoming so incapable been registered by the Court, or (ii) the Name has validly made a lasting power of attorney (“LPA”) in accordance with the Mental Capacity Act 2005 and the LPA has been registered with the Office of the Public Guardian.
11.7 Upon the termination of this Agreement the Agent’s appointment pursuant to the preceding paragraphs of this clause 5 11, the Members’ Agent Agent’s authority under clause 2.2 shall also terminate. Subject to this and to any requirements of the Managing Council for the time being applicable, the Agent shall nevertheless be empowered and obliged following the termination of its appointment to wind up the Business and (if the Name has ceased to carry on the business of underwriting at Lloyd’s save for the purpose of or in connection with business previously so underwritten) those affairs of the Name at Lloyd’s in respect of which the Agent acts as the Name’s members’ agent. For these purposes, the Agent shall continue to be bound by have the powers, duties imposed and discretions conferred by this Agreement:
(a) in relation to any matter arising out of business of the Contracted Syndicates or any of the Relevant Syndicates them allocated to a year of account which at the date of termination has not been closed, until that year of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determined; and
(b) so long as is necessary to enable both the Members’ Agent and the Managing Agent to deal with and determine any other matters arising in connection with the business of any Business or (if appropriate) the Name’s affairs at Lloyd’s; except that, if the Name has agreed with another members’ agent that that other members’ agent will act as the Name’s members’ agent in respect of the Relevant Syndicates allocated Business and those affairs or any part thereof in succession to the Agent, such obligations, duties and powers of the Agent shall continue only so far and so long as is necessary to ensure the effective transfer of the Agent’s functions to that members’ agent.
(a) Any appointment of the Agent as the Name’s co-ordinating agent shall apply, if made on the execution of this Agreement and set out in the Appendix, in relation to a year of account specified in the first Syndicate List signed by both the Name and the Agent or, if effected under clause 2.4, in relation to the year of account in which has been closed it is stated to take effect in the memorandum effecting the appointment and, in either case, to subsequent years of account unless and until either:
(i) the appointment of the Agent is terminated pursuant to the preceding paragraphs of this clause 11; or
(ii) the appointment of the Agent as the Name’s co-ordinating agent is terminated pursuant to paragraph (b) or (c) below.
(b) The Name may terminate the appointment of the Agent as his co-ordinating agent (whether or not he also terminates the appointment of the Agent under clause 11.4) by notice in writing given to the Agent by 5 November (or by any later date which the Agent may in any particular case permit or by any later date which the Council may in any particular case direct) in any year and expiring at the end of that year, provided that –
(a) if in any year the Council has undertaken to notify the Name on or before a specified date of the rate of the annual subscription under the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of any contribution to the New Central Fund under paragraph 4 of the New Central Fund Byelaw (No. 23 of 1996, 522), or of both, which the Council proposes to prescribe or levy for the next succeeding year, notice may be given by or on behalf of the Name to the Agent within 30 days after the termination later of this Agreementthe date so specified and the actual date of such notification (but in any event before 1 January of the next succeeding year);
(b) if in any year the Council has given written notice to the Name pursuant to clause 8.2(b) of a Membership Agreement between the Council and the Name or any undertaking in like terms with that clause given by the Council in favour of the Name, notice may be given by or on behalf of the Name to the Agent within 30 days after the date of the Council’s notice (but in any event before 1 January of the next succeeding year).
(c) The Agent may terminate its appointment as the Name’s co-ordinating agent (whether or not it also terminates its appointment under clause 11.5) by notice in writing given to the Name by 31st May in any year and expiring at the end of that year.
11.9 If a requirement of the Council is made in respect of the Name which results in that Name being suspended from underwriting, the powers, duties and discretions of the Agent under this Agreement shall while the direction remains in force continue only to such extent as is compatible with the direction.
Appears in 3 contracts
Samples: Agency Agreements, Agency Agreements, Agency Agreements
COMMENCEMENT AND TERMINATION. 5.1 14.1 This Agreement shall take effect when become effective on the date of the Demerger, subject always to all necessary regulatory approvals, pursuant to merger control, antitrust or competition laws, having been obtained (whether by decision of the relevant regulatory entity, expiry or termination of the waiting periods or otherwise) and/or all necessary competition or merger control notifications having been made.
14.2 Thereafter (subject to the terms of this clause) it shall continue until the first to occur of the following dates:
14.2.1 the date of commencement of the GP's winding up; or
14.2.2 the date on which the Joint Venture Partners unanimously agree to terminate this Agreement; or
14.2.3 the date of registration of a transfer of partnership interests resulting in all partnership interests in the GP or LP being held by or on behalf of one Joint Venture Partner; subject to (a) the relevant provisions of this Agreement and (b) the performance of any obligations or exercise of any rights respectively remaining to be performed or exercised after the event and to any rights of the Parties in respect of antecedent breaches or non-observance of this Agreement.
14.3 It is agreed and acknowledged that the GP may execute this Agreement after it is executed by the Joint Venture Partners. However, as between the Joint Venture Partners, it shall be a valid and enforceable agreement (in accordance with its terms) from the execution of the Agreement by the Joint Venture Partners.
15.1 Whenever a matter is submitted to a general meeting of the GP pursuant to clause 12.1 and that general meeting is also unable to arrive at a decision on the matter by reason of a disagreement between the Joint Venture Partners then a deadlock shall apply be deemed to have occurred in relation to that matter.
15.2 If deadlock arises as to whether or not to bid on a Project then the year GP will not, and will not cause any Joint Venture Entity to, bid on the Project. In such circumstances the Joint Venture Partner not wishing to bid on the Project shall not be entitled to tender for that Project, either directly or indirectly, alone or together with another party, nor shall that Joint Venture Partner assist or participate with any other person tendering on that Project except with the express written consent of account specified the other Joint Venture Partner. The Joint Venture Partner that wishes to bid on the Project shall however be entitled to pursue the Project, either by itself or with a third party. For the avoidance of doubt if one Joint Venture Partner wishes to offer one of its existing Units for a Project it shall be free to do so and the Joint Venture may only make a competing bid if both Joint Venture Partners wish to do so. If deadlock arises as to the terms on which to bid on a Project, the matter should be referred to the Chief Executive Officers at such time (the "CEOs") of the ultimate holding companies of each Joint Venture Partner. Thereafter procedures set out in Clauses 15.4, 15.5 (but with the time limit of twenty (20) Working Days, replaced for these purposes only with a time period of five (5) Working Days) and 15.6 shall apply. If the CEOs are unable to reach a decision by the end of this consultation period, then each Joint Venture Partner shall be entitled to bid for the Project alone, and the provisions of Clause 16 shall not apply to such bids or any resulting contracts.
15.3 If and whenever a deadlock is deemed to have occurred (other than in the first Agents’ Syndicate List signed circumstances set out in clause 15.2), either Joint Venture Partner shall be entitled, within twenty (20) Working Days after the date on which the deadlock occurred, by both written notice to the Members’ Agent other, to require the matter to which the deadlock relates to be referred to the CEOs.
15.4 Each of the Joint Venture Partners and the Managing Agent and to subsequent years of account unless and until terminated pursuant to GP shall supply the CEOs with any of the following provisions of this clause 5information which they may request.
5.2 This Agreement 15.5 The CEOs shall terminate if there cease to be any Relevant Syndicates as defined in clause 1.1.
(a) Except in so far as the Council may otherwise direct, this Agreement shall be suspended forthwith if the Members’ Agent or the Managing Agent ceases endeavour for any reason to be an underwriting agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 5.3, shall terminate on the expiration of the period of seven days twenty (20) Working Days from the date of such cessation or suspensionreferral of the deadlock to them under Clause 15.3 (the "CEO Consultation Period") to decide the course of action which, or in all the circumstances, it would be appropriate for the GP and the Joint Venture Entities to take in its best interests. In reaching their decision the CEOs shall, so far as possible, balance the interests of such longer period as each Joint Venture Partner fairly but they shall not put the Council may interests of any Joint Venture Partner before those of the expiration of that seven day period allowGP and the Joint Venture Entities.
(b) If before 15.6 Forthwith upon receiving the expiration CEOs decision each of the period referred Joint Venture Partners and the GP shall ensure that the CEOs decision and directions are carried out.
15.7 If the CEOs are unable to reach a decision by the end of the CEO Consultation Period, within thirty (30) Working Days thereafter either Joint Venture Partner (the "Offeror") may by written notice to the other (which once given shall be irrevocable) declare that the Joint Venture is in run off ("Run Off").
15.8 Whilst the Joint Venture is in Run Off:
(i) any Projects then being considered by the Joint Venture, but prior to any bids having been irrevocably submitted, shall be terminated;
(ii) no new Projects shall be considered by the Joint Venture;
(iii) all other Projects shall continue to be run in the same manner as before until the relevant Unit finishes its then current contract, with capital expenditure required to meet obligations under such contract still to be funded in accordance with the terms of this Agreement;
(iv) no existing contracts for such Projects may be amended or extended or commitments to further capital expenditure made (other than as envisaged in paragraph (aiii) above above) without the Members’ Agent or, as the case may beconsent of each Joint Venture Partner;
(v) when existing contracts come to an end, the Managing Agent has delegated relevant Unit shall not be redeployed by the services Joint Venture but shall be marketed for sale to be provided, third parties and sold to the duties highest bidder (it being agreed and acknowledged that each Joint Venture Partner may bid for the Unit in its own capacity) on the best available terms; the GP will appoint an independent third party to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case manage any such auction process in accordance with then prevailing best market practice;
(vi) neither Joint Venture Partner may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) solicit employees of the relevant Members’ Agent’s Agreements or, as the case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and the person or persons to whom such services, duties and powers have been delegated.
(c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Names in place of the Members’ Agent or the Managing Agent, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and that Substitute Agent.
(d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent and the Managing Agent.
5.4 Upon the termination of this Agreement pursuant to the preceding paragraphs of this clause 5 the Members’ Agent and the Managing Agent shall nevertheless continue to be bound by the duties imposed by this Agreement:
(a) in relation to any matter arising out of business of any of the Relevant Syndicates allocated to a year of account which at the date of termination has not been closed, until that year of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determinedJoint Venture; and
(bvii) so long as the provisions of Clause 16 shall be of no further effect, but in all other respects this Agreement shall remain in full force and effect.
15.9 Notwithstanding the provisions of Clause 15.8, it is necessary to enable both the Members’ Agent and the Managing Agent to deal with and determine any matters arising in connection with the business of any intention of the Relevant Syndicates allocated Parties to enter into good faith negotiations when the Joint Venture goes into Run Off to seek an orderly separation of the Joint Venture assets and a year winding up of account which has been closed the Joint Venture (whether before or after the termination of this Agreement)subject to obtaining any necessary third party consents) within three (3) years.
Appears in 1 contract
Samples: Joint Venture Agreement (Teekay Offshore Partners L.P.)
COMMENCEMENT AND TERMINATION. 5.1 11.1 This Agreement shall take effect when executed and shall apply in relation to the year of account specified in the first Agents’ Syndicate List signed by both the Members’ Agent Name and the Managing Agent and to subsequent years of account unless and until the appointment of the Agent is terminated by operation of law or pursuant to any of the following provisions of this clause 511.
5.2 This Agreement shall 11.2 The appointment of the Agent shall, subject to clause 11.7, terminate forthwith:
(a) if there cease the Name ceases to be any Relevant Syndicates as defined in clause 1.1an underwriting member of Lloyd’s; or
(b) if the Name’s underwriting membership or underwriting is suspended by the Council consequent upon the outcome of disciplinary proceedings.
(a) Except in so far as the Council may otherwise direct, this Agreement the appointment of the Agent shall be suspended forthwith if the Members’ Agent or the Managing Agent ceases for any reason to be an underwriting a members’ agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 5.311.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow.
(b) If Notwithstanding the suspension of the Agent’s appointment under paragraph (a) above it may before the expiration of the period referred to in paragraph (a) above that paragraph, with the Members’ Agent orprior approval of the Council and subject to and in accordance with clause 7.1(i), as the case may be, the Managing Agent has delegated delegate the services to be provided, the duties to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) of a person or persons acceptable to the relevant Members’ Agent’s Agreements orCouncil, as the in which case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent Name and the person or persons to whom such services, duties and powers have been delegated.
(c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Names Name in place of the Members’ Agent or the Managing Agent, this Agreement shallshall continue in effect, subject to the requirements of the Councilclause 10.2, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent Name and that Substitute Agent.
(d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting a members’ agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or (as the case may be) of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent Name and the Managing Agent.
5.4 11.4 The Name may terminate the appointment of the Agent under this Agreement, subject to clause 11.7, by notice in writing given by the Name to the Agent by 30 September (or by any later date which the Agent may in any particular case permit) in any year and expiring at the end of that year.
11.5 The Agent may, with the prior approval of the Council and subject to clause 11.7, terminate its appointment under this Agreement by notice in writing given by the Agent to the Name by 31 May (or such later date as the Council may allow) in any year and expiring at the end of that year.
11.6 The Agent may terminate its appointment under this Agreement, subject to clause 11.7, by not less than 48 hours’ notice in writing given to the Name if:
(a) the Name fails to comply with a request made by the Agent in accordance with clause 9.1 to pay monies by the date specified under clause 9.1(b) as the date for payment;
(b) any event falling within clause 9.4(a)(ii) to (xi) occurs in relation to the Name; or
(c) the Name becomes, through mental or other infirmity, incapable of managing his affairs, unless either (i) the Name has validly appointed an attorney under the Enduring Powers of Attorney Act 1985 and the instrument appointing the attorney has within a reasonable time of the Name becoming so incapable been registered by the Court, or (ii) the Name has validly made a lasting power of attorney (“LPA”) in accordance with the Mental Capacity Act 2005 and the LPA has been registered with the Office of the Public Guardian.
11.7 Upon the termination of this Agreement the Agent’s appointment pursuant to the preceding paragraphs of this clause 5 11, the Members’ Agent Agent’s authority under clause 2.2 shall also terminate. Subject to this and to any requirements of the Managing Council for the time being applicable, the Agent shall nevertheless be empowered and obliged following the termination of its appointment to wind up the Business and (if the Name has ceased to carry on the business of underwriting at Lloyd’s save for the purpose of or in connection with business previously so underwritten) those affairs of the Name at Lloyd’s in respect of which the Agent acts as the Name’s members’ agent. For these purposes, the Agent shall continue to be bound by have the powers, duties imposed and discretions conferred by this Agreement:
(a) in relation to any matter arising out of business of the Contracted Syndicates or any of the Relevant Syndicates them allocated to a year of account which at the date of termination has not been closed, until that year of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determined; and
(b) so long as is necessary to enable both the Members’ Agent and the Managing Agent to deal with and determine any other matters arising in connection with the business of any Business or (if appropriate) the Name’s affairs at Lloyd’s; except that, if the Name has agreed with another members’ agent that that other members’ agent will act as the Name’s members’ agent in respect of the Relevant Syndicates allocated Business and those affairs or any part thereof in succession to the Agent, such obligations, duties and powers of the Agent shall continue only so far and so long as is necessary to ensure the effective transfer of the Agent’s functions to that members’ agent.
(a) Any appointment of the Agent as the Name’s co-ordinating agent shall apply, if made on the execution of this Agreement and set out in the Appendix, in relation to a year of account specified in the first Syndicate List signed by both the Name and the Agent or, if effected under clause 2.4, in relation to the year of account in which has been closed it is stated to take effect in the memorandum effecting the appointment and, in either case, to subsequent years of account unless and until either:
(i) the appointment of the Agent is terminated pursuant to the preceding paragraphs of this clause 11; or
(ii) the appointment of the Agent as the Name’s co-ordinating agent is terminated pursuant to paragraph (b) or (c) below.
(b) The Name may terminate the appointment of the Agent as his co-ordinating agent (whether or not he also terminates the appointment of the Agent under clause 11.4) by notice in writing given to the Agent by 5 November (or by any later date which the Agent may in any particular case permit or by any later date which the Council may in any particular case direct) in any year and expiring at the end of that year, provided that –
(a) if in any year the Council has undertaken to notify the Name on or before a specified date of the rate of the annual subscription under the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of any contribution to the New Central Fund under paragraph 4 of the New Central Fund Byelaw (No. 23 of 1996, 522), or of both, which the Council proposes to prescribe or xxxx for the next succeeding year, notice may be given by or on behalf of the Name to the Agent within 30 days after the termination later of this Agreementthe date so specified and the actual date of such notification (but in any event before 1 January of the next succeeding year);
(b) if in any year the Council has given written notice to the Name pursuant to clause 8.2(b) of a Membership Agreement between the Council and the Name or any undertaking in like terms with that clause given by the Council in favour of the Name, notice may be given by or on behalf of the Name to the Agent within 30 days after the date of the Council’s notice (but in any event before 1 January of the next succeeding year).
(c) The Agent may terminate its appointment as the Name’s co-ordinating agent (whether or not it also terminates its appointment under clause 11.5) by notice in writing given to the Name by 31st May in any year and expiring at the end of that year.
11.9 If a requirement of the Council is made in respect of the Name which results in that Name being suspended from underwriting, the powers, duties and discretions of the Agent under this Agreement shall while the direction remains in force continue only to such extent as is compatible with the direction.
Appears in 1 contract
Samples: Members' Agent's Agreement
COMMENCEMENT AND TERMINATION. 5.1 14.1 This Agreement Mandate shall take effect when executed commence on the Acceptance Date.
14.2 As regards the relationship between the Client and the Broker, this Mandate may be terminated forthwith by either of such Parties by giving the other Party 10 (ten) Business Days’ notice in writing. Forthwith upon such termination, the Parties shall apply perform and discharge all outstanding obligations due to each other in relation terms of this Mandate.
14.3 The termination notice shall not prejudice the completion of a Transaction already initiated by the Broker on behalf of the Client.
14.4 The Broker shall be entitled to terminate this Mandate, without prior further notice to the year of account specified Client, in the first Agents’ Syndicate List signed by both the Members’ Agent and the Managing Agent and to subsequent years of account unless and until terminated pursuant to any of the following provisions of this clause 5.
5.2 This Agreement shall terminate if there cease to be any Relevant Syndicates as defined in clause 1.1.
(a) Except in so far as the Council may otherwise direct, this Agreement shall be suspended forthwith if the Members’ Agent or the Managing Agent ceases for any reason to be an underwriting agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 5.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow.
(b) If before the expiration of the period referred to in paragraph (a) above the Members’ Agent or, as the case may be, the Managing Agent has delegated the services to be provided, the duties to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) of the relevant Members’ Agent’s Agreements or, as the case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and the person or persons to whom such services, duties and powers have been delegated.
(c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Names in place of the Members’ Agent or the Managing Agent, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and that Substitute Agent.
(d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent and the Managing Agent.
5.4 Upon the termination of this Agreement pursuant to the preceding paragraphs of this clause 5 the Members’ Agent and the Managing Agent shall nevertheless continue to be bound by the duties imposed by this Agreementevent that:
(a) in relation to the Financial Services Board (or any matter arising out of business of successor organisation) or any other regulator so determines or directs;
(b) on withdrawal or non-renewal of the Relevant Syndicates allocated I-Ex's licence to a year operate an exchange in terms of account which at the date FMA;
(c) should the Broker cease to be an I-Ex Authorised User, for any reason whatsoever, forthwith upon such termination, the Broker shall not be required to perform or discharge any outstanding obligations due to the Client and/or Authorised Representative in terms of termination has not been closedthis Mandate and accordingly the Client indemnifies and holds the Broker harmless against any Loss, until that year costs, expenses and/or damages suffered by the Client and/or Authorised Representative by virtue of account is closed orsuch termination.
14.5 If the Broker ceases to be an I-Ex Authorised User, if it is not closedthe Broker shall, until all matters arising from in accordance with I-Ex Rules, hand over to I-Ex:
(a) such financial records of the business I-Ex Authorised User as the I-Ex Board deems necessary for the identification and protection and return of that year of account have been determinedthe Client assets and to the facilitate the outstanding Transactions; and
(b) control of all Client assets, and the I-Ex CSDP shall apply I-Ex Listed Securities or I-Ex Hosted Securities held by the Broker’s I-Ex Nominee on behalf of Clients to settle any open transactions.
14.6 In all other circumstances, if so long required, the Broker will transfer all I-Ex Listed Securities and I-Ex Hosted Securities which it then holds, either to the Client or to any other party the Client nominates in writing, during the termination period of 10 (ten) Business Days or as soon thereafter as is necessary reasonably possible. The Client hereby agrees that he/she will be liable for all costs, fees and expenses to enable both transfer his/her I-Ex Listed Securities and I-Ex Hosted Securities and hereby indemnifies and keeps the Members’ Agent and the Managing Agent to deal with and determine Broker harmless against any matters arising in connection with the business of any of the Relevant Syndicates allocated to a year of account which has been closed claims, damages, Loss, liability, costs and/or expenses (whether before or after the termination of directly and/or indirectly) in this Agreement)regard.
Appears in 1 contract
Samples: Client Mandate Agreement
COMMENCEMENT AND TERMINATION. 5.1 11.1 This Agreement shall take effect when executed effect:
(a) if the Managed Syndicate is not a Direct Syndicate, on the date of signature of an Agents’ Syndicate List under clause 2 of the Agents’ Agreement between the Name’s Members’ Agent and the Agent;
(b) if the Managed Syndicate is a Direct Syndicate, on the date of signature of a Syndicate List under clause 3 of the Members’ Agent’s Agreement between the Name and the Agent;
(c) if the Name is a Provisional Insurer, on the date of the agreement referred to in clause 2.3 of the Agents’ Agreement between the Agent and the Name’s Members’ Agent or (in the case of a Direct Syndicate) the agreement referred to in clause 3.3(b) of the Members’ Agent’s Agreement between the Name and the Agent; and shall apply in relation to the year of account specified in the first that Agents’ Syndicate List, Syndicate List signed by both or agreement (as the Members’ Agent and the Managing Agent case may be) and to subsequent years of account unless and until terminated by operation of law or pursuant to any of the following provisions of this clause 511.
5.2 This Agreement shall 11.2 The appointment of the Agent shall, subject to clause 11.8, terminate forthwith:
(a) if there cease the Name ceases to be any Relevant Syndicates as defined in clause 1.1an underwriting member of Lloyd’s; or
(b) if the Name’s underwriting membership or underwriting is suspended by the Council consequent upon the outcome of disciplinary proceedings.
(a) Except in so far as the Council may otherwise direct, this Agreement the appointment of the Agent shall be suspended forthwith if the Members’ Agent or the Managing Agent ceases for any reason to be an underwriting a managing agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 5.311.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow.
(b) If Notwithstanding the suspension of the Agent’s appointment under paragraph (a) above it may before the expiration of the period referred to in paragraph (a) above that paragraph, with the Members’ Agent orprior approval of the Council and subject to and in accordance with clause 5(s), as the case may be, the Managing Agent has delegated delegate the services to be provided, the duties to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) of a person or persons acceptable to the relevant Members’ Agent’s Agreements orCouncil, as the in which case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent Name and the person or persons to whom such services, duties and powers have been delegated.
(c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Names Name in place of the Members’ Agent or the Managing Agent, this Agreement shallshall continue in effect, subject to the requirements of the Councilclause 10.2, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent Name and that Substitute Agent.
(d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting a managing agent approved by the Council, Council this Agreement shall on the termination of the delegation referred to in paragraph (b) above or (as the case may be) of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent Name and the Managing Agent.
5.4 Upon 11.4 The appointment of the termination of this Agreement pursuant Agent shall, subject to the preceding paragraphs of this clause 5 the Members’ Agent clauses 11.8 and the Managing Agent shall nevertheless continue to be bound by the duties imposed by this Agreement11.11 terminate forthwith:
(a) if the Managed Syndicate is not a Direct Syndicate, upon the termination of the appointment of the Name’s Members’ Agent under the Members’ Agent’s Agreement between the Name and the Name’s Members’ Agent;
(b) if the Managed Syndicate is a Direct Syndicate, upon the termination of the appointment of the Agent as the Name’s members’ agent under the Members’ Agent’s Agreement between the Name and the Agent.
11.5 The Name may terminate the appointment of the Agent under this Agreement, subject to clauses 11.8 and 11.11 by notice in relation writing given by or on behalf of the Name to the Agent by 5 November (or by any matter arising out later date which the Agent may in any particular case permit or by any later date which the Council may in any aparticular case direct under clause 11.5) in any year and expiring at the end of business that year, provided that:
(a) if in any year in which the Agent is required by the Council or any applicable legislation to send to the Name accounts in respect of the Managed Syndicate those accounts have not been received by the Name by 1st August, notice may be given by or on behalf of the Name to the Agent by the earlier of 30 days after receipt by the Name of those accounts and 5 November (or by any later date which the Agent may in any particular case permit or by any later date which the Council may in any particular case direct under clause 11.5) in that year;
(b) if in any year the Council has undertaken to notify the Name on or before a specified date of the rate of the annual subscription under the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of any contribution to the New Central Fund under paragraph 4 of the Relevant Syndicates allocated New Central Fund Byelaw (No. 23 of 1996) or of both, which the Council proposes to a year prescribe or levy for the next succeeding year, notice may be given by or on behalf of account which at the Name to the Agent within 30 days after the later of the date so specified and the actual date of termination has not been closed, until that year such notification (but in any event before 1 January of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determinednext succeeding year); and
(bc) so long as is necessary if in any year the Council has given written notice to enable both the Members’ Agent Name pursuant to clause 8.2(b) of a Membership Agreement between the Council and the Managing Name or any undertaking in like terms with that clause given by the Council in favour of the Name, notice may be given by or on behalf of the Name to the Agent within 30 days after the date of the Council’s notice (but in any event before 1st January of the next succeeding year).
11.6 The Agent may, with the prior approval of the Council and subject to clause 11.8, terminate its appointment under this Agreement by notice in writing given by the Agent to deal the Name by 31 May (or such later date as the Council may allow) in any year and expiring at the end of that year.
11.7 The Agent may terminate its appointment under this Agreement, subject to clause 11.8, by not less than 48 hours’ notice in writing given to the Name if:
(a) the Name fails to comply with and determine a request made by the Agent in accordance with clause 7.1 to pay monies by the due date for payment (as defined in clause 7.1);
(i) the Name makes or proposes any matters arising in connection composition with his creditors or otherwise acknowledges his insolvency;
(ii) the business Name makes an application to the court for an interim order pursuant to section 253 of the Insolvency Xxx 0000;
(iii) a bankruptcy order is made against the Name by the due process of law of any country;
(iv) the Name is adjudicated bankrupt, or adjudicated or declared insolvent, by the due process of law of any country;
(v) a proposal is made in respect of the Relevant Syndicates allocated Name under section 2 of the Insolvency Xxx 0000;
(vi) an order is made, a resolution is passed or an act, decree or other instrument is passed for the winding up or dissolution of the Name;
(vii) an administration order is made in respect of the Name under Schedule B1 to the Insolvency Xxx 0000;
(viii) a year receiver, trustee or analogous officer is appointed in respect of account the whole or any material part of the Name’s property or assets;
(ix) the Name or its directors, partners or (in the case of a limited liability partnership) members present or file in any court a petition in respect of the Name’s bankruptcy, winding up or other insolvency or which has been closed (whether before seeks any reorganisation, dissolution or after the termination of this Agreement).similar relief; or
Appears in 1 contract
Samples: Members' Agent's Agreement
COMMENCEMENT AND TERMINATION. 5.1 11.1 This Agreement shall take effect when executed effect:
(a) if the Managed Syndicate is not a Direct Syndicate, on the date of signature of an Agents’ Syndicate List under clause 2 of the Agents’ Agreement between the Name’s Members’ Agent and the Agent;
(b) if the Managed Syndicate is a Direct Syndicate, on the date of signature of a Syndicate List under clause 3 of the Members’ Agent’s Agreement between the Name and the Agent;
(c) if the Name is a Provisional Insurer, on the date of the agreement referred to in clause 2.3 of the Agents’ Agreement between the Agent and the Name’s Members’ Agent or (in the case of a Direct Syndicate) the agreement referred to in clause 3.3(b) of the Members’ Agent’s Agreement between the Name and the Agent; and shall apply in relation to the year of account specified in the first that Agents’ Syndicate List, Syndicate List signed by both or agreement (as the Members’ Agent and the Managing Agent case may be) and to subsequent years of account unless and until terminated by operation of law or pursuant to any of the following provisions of this clause 511.
5.2 This Agreement shall 11.2 The appointment of the Agent shall, subject to clause 11.8, terminate forthwith:
(a) if there cease the Name ceases to be any Relevant Syndicates as defined in clause 1.1an underwriting member of Lloyd’s; or
(b) if the Name’s underwriting membership or underwriting is suspended by the Council consequent upon the outcome of disciplinary proceedings.
(a) Except in so far as the Council may otherwise direct, this Agreement the appointment of the Agent shall be suspended forthwith if the Members’ Agent or the Managing Agent ceases for any reason to be an underwriting a managing agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 5.311.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow.
(b) If Notwithstanding the suspension of the Agent’s appointment under paragraph (a) above it may before the expiration of the period referred to in paragraph (a) above that paragraph, with the Members’ Agent orprior approval of the Council and subject to and in accordance with clause 5(s), as the case may be, the Managing Agent has delegated delegate the services to be provided, the duties to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) of a person or persons acceptable to the relevant Members’ Agent’s Agreements orCouncil, as the in which case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent Name and the person or persons to whom such services, duties and powers have been delegated.
(c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Names Name in place of the Members’ Agent or the Managing Agent, this Agreement shallshall continue in effect, subject to the requirements of the Councilclause 10.2, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent Name and that Substitute Agent.
(d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting a managing agent approved by the Council, Council this Agreement shall on the termination of the delegation referred to in paragraph (b) above or (as the case may be) of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent Name and the Managing Agent.
5.4 Upon 11.4 The appointment of the termination of this Agreement pursuant Agent shall, subject to the preceding paragraphs of this clause 5 the Members’ Agent clauses 11.8 and the Managing Agent shall nevertheless continue to be bound by the duties imposed by this Agreement11.11 terminate forthwith:
(a) if the Managed Syndicate is not a Direct Syndicate, upon the termination of the appointment of the Name’s Members’ Agent under the Members’ Agent’s Agreement between the Name and the Name’s Members’ Agent;
(b) if the Managed Syndicate is a Direct Syndicate, upon the termination of the appointment of the Agent as the Name’s members’ agent under the Members’ Agent’s Agreement between the Name and the Agent.
11.5 The Name may terminate the appointment of the Agent under this Agreement, subject to clauses 11.8 and 11.11 by notice in relation writing given by or on behalf of the Name to the Agent by 5 November (or by any matter arising out later date which the Agent may in any particular case permit or by any later date which the Council may in any aparticular case direct under clause 11.5) in any year and expiring at the end of business that year, provided that:
(a) if in any year in which the Agent is required by the Council or any applicable legislation to send to the Name accounts in respect of the Managed Syndicate those accounts have not been received by the Name by 1st August, notice may be given by or on behalf of the Name to the Agent by the earlier of 30 days after receipt by the Name of those accounts and 5 November (or by any later date which the Agent may in any particular case permit or by any later date which the Council may in any particular case direct under clause 11.5) in that year;
(b) if in any year the Council has undertaken to notify the Name on or before a specified date of the rate of the annual subscription under the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of any contribution to the New Central Fund under paragraph 4 of the Relevant Syndicates allocated New Central Fund Byelaw (No. 23 of 1996) or of both, which the Council proposes to a year prescribe or xxxx for the next succeeding year, notice may be given by or on behalf of account which at the Name to the Agent within 30 days after the later of the date so specified and the actual date of termination has not been closed, until that year such notification (but in any event before 1 January of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determinednext succeeding year); and
(bc) so long as is necessary if in any year the Council has given written notice to enable both the Members’ Agent Name pursuant to clause 8.2(b) of a Membership Agreement between the Council and the Managing Name or any undertaking in like terms with that clause given by the Council in favour of the Name, notice may be given by or on behalf of the Name to the Agent within 30 days after the date of the Council’s notice (but in any event before 1st January of the next succeeding year).
11.6 The Agent may, with the prior approval of the Council and subject to clause 11.8, terminate its appointment under this Agreement by notice in writing given by the Agent to deal the Name by 31 May (or such later date as the Council may allow) in any year and expiring at the end of that year.
11.7 The Agent may terminate its appointment under this Agreement, subject to clause 11.8, by not less than 48 hours’ notice in writing given to the Name if:
(a) the Name fails to comply with and determine a request made by the Agent in accordance with clause 7.1 to pay monies by the due date for payment (as defined in clause 7.1);
(i) the Name makes or proposes any matters arising in connection composition with his creditors or otherwise acknowledges his insolvency;
(ii) the business Name makes an application to the court for an interim order pursuant to section 253 of the Insolvency Act 1986;
(iii) a bankruptcy order is made against the Name by the due process of law of any country;
(iv) the Name is adjudicated bankrupt, or adjudicated or declared insolvent, by the due process of law of any country;
(v) a proposal is made in respect of the Relevant Syndicates allocated Name under section 2 of the Insolvency Act 1986;
(vi) an order is made, a resolution is passed or an act, decree or other instrument is passed for the winding up or dissolution of the Name;
(vii) an administration order is made in respect of the Name under Schedule B1 to the Insolvency Act 1986;
(viii) a year receiver, trustee or analogous officer is appointed in respect of account the whole or any material part of the Name’s property or assets;
(ix) the Name or its directors, partners or (in the case of a limited liability partnership) members present or file in any court a petition in respect of the Name’s bankruptcy, winding up or other insolvency or which has been closed (whether before seeks any reorganisation, dissolution or after the termination of this Agreement).similar relief; or
Appears in 1 contract
Samples: Members' Agent's Agreement
COMMENCEMENT AND TERMINATION. 5.1 This 12.1 The Agreement shall take effect when executed continue for the minimum Period unless the Hirer exercises it right to terminate the Agreement, earlier by giving to Company at least one month’s notice to terminate. in order to exercise this right of early termination the Agreement must have been allowed to run for at least 18 months though this may include the period of the notice.
12.2 if the Hirer shall fail to pay any Rental Fees or other sum payable under this Agreement within 14 days of its becoming due (whether demanded or not), or if Company is unable to direct debit Hirer’s account because there is insufficient funds, or the bank account has closed, or Company direct debit attempt has been blocked, or Hirer shall commit a breach of the other terms and conditions whether express or implied of this Agreement or shall apply do or allow to be done any act or thing which in relation the opinion of Company may jeopardise Company rights in the Equipment, then in each and every such case the Hirer shall be deemed to have repudiated this Agreement and Company may thereupon by notice in writing to the year Hirer for all purposes forthwith terminate the hire constituted by this Agreement.
12.3 if the Hirer, being a body corporate, shall enter into liquidation, shall call any meeting of account specified in the first Agents’ Syndicate List signed by both the Members’ Agent and the Managing Agent and to subsequent years its creditors or shall have a receiver or receiver manager of account unless and until terminated pursuant to all or any of its undertakings or assets appointed, or shall suffer the following appointment or the presentation of a petition for the appointment of an Administrator under the provisions of this clause 5.
5.2 This Agreement Part 1 of the insolvency Xxx 0000, or shall terminate if there cease be deemed by virtue of section 123 of the insolvency XXX 0000 to be any Relevant Syndicates as defined unable to pay its debts, then in clause 1.1.
(a) Except in so far as each and every such case the Council may otherwise direct, hire constituted by this Agreement shall be suspended forthwith if ipso facto and without notice terminate and no payment subsequently accepted by Company without knowledge of such termination shall in any way prejudice or affect the Members’ Agent or operation of this clause.
12.4 Company reserves the Managing Agent ceases for any reason to be an underwriting agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject terminate this Agreement at any time upon written notice to the following provisions of this clause 5.3, shall terminate on Hirer in the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of event that seven day period allow.
(b) If before the expiration of the period referred Company ceases to in paragraph (a) above the Members’ Agent or, as the case may be, the Managing Agent has delegated make available the services to be provided, the duties to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) of the relevant Members’ Agent’s Agreements or, as the case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and the person or persons to whom such services, duties and powers have been delegatedits Hirers.
(c) If before the expiration of the period referred 12.5 The Hirer shall upon any termination under sections 12.1, 12.2 and 12.3 above pay to in paragraph (a) above a Substitute Agent has been appointed by the Council to act Company:
12.5.1 all remaining Rental Fees due for the Names in place Period of Hire;
12.5.2 the Members’ Agent or the Managing Agent, this Agreement shall, subject to the requirements cost of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, all repairs required as the case may be, the Members’ Agent and that Substitute Agent.
(d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent and the Managing Agent.
5.4 Upon the termination of this Agreement pursuant to the preceding paragraphs of this clause 5 the Members’ Agent and the Managing Agent shall nevertheless continue to be bound by the duties imposed by this Agreement:
(a) in relation to any matter arising out of business of any of the Relevant Syndicates allocated to a year of account which at the date of termination has not been closed, until that year (excluding those covered under the Repair services);
12.5.3 reasonable compensation for the loss suffered by Company as a result of account is closed or, if it is not closed, until such termination such loss being determined by Company having regard to all matters arising from the business of that year of account have been determinedrelevant circumstances; and
(b) so long 12.5.4 any other sums which are or become due to Company or to which Company is entitled by way of damages.
12.6 The Hirer shall upon any termination under section 12.4 above pay to Company the cost of all repairs required as is necessary to enable both the Members’ Agent and the Managing Agent to deal with and determine any matters arising in connection with the business of any of the Relevant Syndicates allocated to a year date of account which has been closed termination (whether before or after the termination of this Agreement).excluding those
Appears in 1 contract
Samples: Hire Agreement
COMMENCEMENT AND TERMINATION. 5.1 11.1 This Agreement shall take effect when executed and shall apply in relation to the year of account specified in the first Agents’ Syndicate List signed by both the Members’ Agent Name and the Managing Agent and to subsequent years of account unless and until the appointment of the Agent is terminated by operation of law or pursuant to any of the following provisions of this clause 511.
5.2 This Agreement shall 11.2 The appointment of the Agent shall, subject to clause 11.7, terminate forthwith:
(a) if there cease the Name ceases to be any Relevant Syndicates as defined in clause 1.1an underwriting member of Lloyd’s; or
(b) if the Name’s underwriting membership or underwriting is suspended by the Council consequent upon the outcome of disciplinary proceedings.
(a) Except in so far as the Council may otherwise direct, this Agreement the appointment of the Agent shall be suspended forthwith if the Members’ Agent or the Managing Agent ceases for any reason to be an underwriting a members’ agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 5.311.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow.
(b) If Notwithstanding the suspension of the Agent’s appointment under paragraph (a) above it may before the expiration of the period referred to in paragraph (a) above that paragraph, with the Members’ Agent orprior approval of the Council and subject to and in accordance with clause 7.1(i), as the case may be, the Managing Agent has delegated delegate the services to be provided, the duties to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) of a person or persons acceptable to the relevant Members’ Agent’s Agreements orCouncil, as the in which case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent Name and the person or persons to whom such services, duties and powers have been delegated.
(c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Names Name in place of the Members’ Agent or the Managing Agent, this Agreement shallshall continue in effect, subject to the requirements of the Councilclause 10.2, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent Name and that Substitute Agent.
(d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting a members’ agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or (as the case may be) of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent Name and the Managing Agent.
5.4 11.4 The Name may terminate the appointment of the Agent under this Agreement, subject to clause 11.7, by notice in writing given by the Name to the Agent by 30 September (or by any later date which the Agent may in any particular case permit) in any year and expiring at the end of that year.
11.5 The Agent may, with the prior approval of the Council and subject to clause 11.7, terminate its appointment under this Agreement by notice in writing given by the Agent to the Name by 31 May (or such later date as the Council may allow) in any year and expiring at the end of that year.
11.6 The Agent may terminate its appointment under this Agreement, subject to clause 11.7, by not less than 48 hours’ notice in writing given to the Name if:
(a) the Name fails to comply with a request made by the Agent in accordance with clause 9.1 to pay monies by the date specified under clause 9.1(b) as the date for payment;
(b) any event falling within clause 9.4(a)(ii) to (xi) occurs in relation to the Name; or
(c) the Name becomes, through mental or other infirmity, incapable of managing his affairs, unless either (i) the Name has validly appointed an attorney under the Enduring Powers of Xxxxxxxx Xxx 0000 and the instrument appointing the attorney has within a reasonable time of the Name becoming so incapable been registered by the Court, or (ii) the Name has validly made a lasting power of attorney (“LPA”) in accordance with the Mental Xxxxxxxx Xxx 0000 and the LPA has been registered with the Office of the Public Guardian.
11.7 Upon the termination of this Agreement the Agent’s appointment pursuant to the preceding paragraphs of this clause 5 11, the Members’ Agent Agent’s authority under clause 2.2 shall also terminate. Subject to this and to any requirements of the Managing Council for the time being applicable, the Agent shall nevertheless be empowered and obliged following the termination of its appointment to wind up the Business and (if the Name has ceased to carry on the business of underwriting at Lloyd’s save for the purpose of or in connection with business previously so underwritten) those affairs of the Name at Lloyd’s in respect of which the Agent acts as the Name’s members’ agent. For these purposes, the Agent shall continue to be bound by have the powers, duties imposed and discretions conferred by this Agreement:
(a) in relation to any matter arising out of business of the Contracted Syndicates or any of the Relevant Syndicates them allocated to a year of account which at the date of termination has not been closed, until that year of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determined; and
(b) so long as is necessary to enable both the Members’ Agent and the Managing Agent to deal with and determine any other matters arising in connection with the business of any Business or (if appropriate) the Name’s affairs at Lloyd’s; except that, if the Name has agreed with another members’ agent that that other members’ agent will act as the Name’s members’ agent in respect of the Relevant Syndicates allocated Business and those affairs or any part thereof in succession to the Agent, such obligations, duties and powers of the Agent shall continue only so far and so long as is necessary to ensure the effective transfer of the Agent’s functions to that members’ agent.
(a) Any appointment of the Agent as the Name’s co-ordinating agent shall apply, if made on the execution of this Agreement and set out in the Appendix, in relation to a year of account specified in the first Syndicate List signed by both the Name and the Agent or, if effected under clause 2.4, in relation to the year of account in which has been closed it is stated to take effect in the memorandum effecting the appointment and, in either case, to subsequent years of account unless and until either:
(i) the appointment of the Agent is terminated pursuant to the preceding paragraphs of this clause 11; or
(ii) the appointment of the Agent as the Name’s co-ordinating agent is terminated pursuant to paragraph (b) or (c) below.
(b) The Name may terminate the appointment of the Agent as his co-ordinating agent (whether or not he also terminates the appointment of the Agent under clause 11.4) by notice in writing given to the Agent by 5 November (or by any later date which the Agent may in any particular case permit or by any later date which the Council may in any particular case direct) in any year and expiring at the end of that year, provided that –
(a) if in any year the Council has undertaken to notify the Name on or before a specified date of the rate of the annual subscription under the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of any contribution to the New Central Fund under paragraph 4 of the New Central Fund Byelaw (No. 23 of 1996, 522), or of both, which the Council proposes to prescribe or levy for the next succeeding year, notice may be given by or on behalf of the Name to the Agent within 30 days after the termination later of this Agreementthe date so specified and the actual date of such notification (but in any event before 1 January of the next succeeding year);
(b) if in any year the Council has given written notice to the Name pursuant to clause 8.2(b) of a Membership Agreement between the Council and the Name or any undertaking in like terms with that clause given by the Council in favour of the Name, notice may be given by or on behalf of the Name to the Agent within 30 days after the date of the Council’s notice (but in any event before 1 January of the next succeeding year).
(c) The Agent may terminate its appointment as the Name’s co-ordinating agent (whether or not it also terminates its appointment under clause 11.5) by notice in writing given to the Name by 31st May in any year and expiring at the end of that year.
11.9 If a requirement of the Council is made in respect of the Name which results in that Name being suspended from underwriting, the powers, duties and discretions of the Agent under this Agreement shall while the direction remains in force continue only to such extent as is compatible with the direction.
Appears in 1 contract
Samples: Members' Agent's Agreement
