Variation of the Agreement The Agreement may be amended at any time by agreement in writing between the Organisation and the Ministry.
Conclusion of the Agreement 1. All offers made by the Freight Forwarder are non-binding.
2. Agreements, as well as amendments of and additions to these agreements, shall only become effective if and insofar as the Freight Forwarder has confirmed these in writing or the Freight Forwarder has started to perform the Services.
Interpretation of the Agreement The laws of the Commonwealth of Pennsylvania shall govern this Agreement.
Compensation of the Adviser For all of the services to be rendered and payments to be made as provided in this Agreement, as of the last business day of each month, the Fund will pay you a fee at the annual rate of 1.50% of the average value of its daily net assets. The average value of the daily net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust or a resolution of the Board, if required. If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of the Fund's net assets may lawfully be determined, on that day. If the determination of the net asset value of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month).
Construction of the Agreement The Agreement sets forth the entire understanding between two sophisticated business entities with legal counsel as to its subject and supersedes all prior agreements, conditions, warranties, representations, arrangements and communications, including purchase orders issued by Client, whether oral or written, and whether with or by Accenture, any of its affiliates, or any of their employees, officers, directors, agents or shareholders. Each party acknowledges that it entered into the Agreement solely based on the agreements and representations contained herein, and has not relied upon any representations, warranties, promises, or inducements of any kind, whether oral or written, and from any source. If a court of competent jurisdiction finds any term of the Agreement to be invalid, illegal or otherwise unenforceable, such term or provision will not affect the other terms of this Agreement and will be deemed modified to the extent necessary, in the court’s opinion, to render such term enforceable while preserving to the fullest extent permissible the intent and agreements of the parties set forth in this Agreement. No waiver or modification of any provision of the Agreement will be effective unless it is in writing and signed by the party against which it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under this Agreement is not a waiver of that party’s right to later enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise of these rights or any other right. There are no third-party beneficiaries to the Agreement. In the event of a conflict between these GTC and an Order Form, the Order Form controls for purposes of that Order Form only.
Operation of the Agreement The Parties recognize that it is impractical in this Agreement to provide for every contingency which may arise during the life of the Agreement, and the Parties hereby agree that it is their intention that this Agreement shall operate fairly as between them, and without detriment to the interest of either of them, and that, if during the term of this Agreement either Party believes that this Agreement is operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness, but failure to agree on any action pursuant to this Clause 8.2 shall not give rise to a dispute subject to arbitration in accordance with Clause 9 hereof.
Implementation of the Agreement Regulations of this Agreement relating to investments who investors of one Contracting Party realized before or after the entry into force of this Agreement, with what shall apply from the moment of its entry into force, provided that such investments conducted in accordance with the laws of that Party Contracting.
Administration of the Agreement The Agreement shall be administered by the Board of Directors of the Company or its delegate (the “Administrator”). Subject to the provisions of the Agreement, the Administrator shall have full and final authority in its discretion to take any action with respect to the Agreement including, without limitation, the authority to (i) determine all matters relating to the payments; (ii) establish, amend and rescind rules and regulations for the administration of the Agreement; and (iii) construe and interpret the Agreement, to interpret rules and regulations for administering the Agreement and to make all other determinations deemed necessary or advisable for administering the Agreement. Except to the extent otherwise required under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the Administrator shall have the authority, in its sole discretion, to accelerate the date that any Consultation Payments or Separation Payments which were not otherwise vested or earned shall become vested or earned in whole or in part without any obligation to accelerate such date with respect to any other employee. The Administrator also may in its sole discretion determine that Executive’s rights or payments under the Agreement shall be subject to reduction, cancellation, forfeiture or recoupment due to conduct by Executive that is determined by the Administrator to be detrimental to the business or reputation of the Company, including, without limitation, upon termination of employment for cause; violation of policies of the Company; or breach of non-solicitation, noncompetition, confidentiality or other restrictive covenants that apply to the Executive. In addition to action by meeting in accordance with applicable laws, any action of the Administrator with respect to the Agreement may be taken by a written instrument signed by the Administrator (including, where the Board or a committee serves as the Administrator, by written consent signed by all of the members of the Board, or all of the members of a committee, and any such action so taken by written consent shall be as fully effective as if it had been taken by a majority of the members at a meeting duly held and called). No individual shall be liable while acting as Administrator for any action or determination made in good faith with respect to the Agreement, and any such individual shall be entitled to indemnification and reimbursement in the manner provided in the Company’s certificate of incorporation and bylaws and/or under applicable law.
Duration of the Agreement This Agreement shall come into effect on the day and year stated in Box 4 and shall continue until the date stated in Box 17. Thereafter it shall continue until terminated by either party giving to the other notice in writing, in which event the Agreement shall terminate upon the expiration of a period of two months from the date upon which such notice was given.
Compensation of the Advisor Each Fund agrees to pay to the Advisor and the Advisor agrees to accept as full compensation for all services rendered by the Advisor pursuant to this Agreement, a fee accrued daily and paid monthly in arrears at an annual rate listed in Appendix A with respect to the Fund’s average daily net assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. The fee payable to the Advisor under this Agreement will be reduced to the extent required by any expense limitation agreement. The Advisor may voluntarily absorb certain Fund expenses or waive all or a portion of its fee.
