Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.
CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes
Reimbursement of Executive’s Expenses to Enforce this Agreement The Bank will reimburse Executive for all out-of-pocket expenses, including, without limitation, reasonable attorneys’ fees, incurred by Executive in connection with his successful enforcement of the Bank’s obligations under this Agreement. Successful enforcement means the grant of an award of money or the requirement that the Bank take some specified action: (i) as a result of court order; or (ii) otherwise following an initial failure of the Bank to pay money or take action promptly following receipt of a written demand from Executive stating the reason that the Bank must make payment or take action under this Agreement.
BREACH; TERMINATION Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement.
Duties in the Event of Termination In the event that, in connection with termination, a successor to any of USBFS’s duties or responsibilities hereunder is designated by the Trust by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which USBFS has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS’s personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Trust.
Term of Agreement; Termination A. The term of this Agreement shall commence on the date hereof.
B. This Agreement shall terminate at the Effective Time of the Merger or the earlier of (i) at any time prior to consummation of the Merger by the written consent of the parties hereto and (ii) termination of the Merger Agreement in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, such termination shall not relieve any party from liability for any willful breach of this Agreement prior to such termination.
Amendment; Termination (a) This Addendum (including the Schedules hereto) may not be amended without the prior written consent of the Majority Japan Local Currency Banks hereunder and subject to the provisions of Section 8.01 of the Credit Agreement.
(b) This Addendum may not be terminated without the prior written consent of each Japan Local Currency Bank party hereto, CFSC and CFKK unless there are no Japan Local Currency Advances or any other amounts outstanding hereunder, in which case no such consent of any Japan Local Currency Bank shall be required; provided, however, that this Addendum shall terminate on the date that the Credit Agreement terminates in accordance with its terms.
Term Termination 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period;
(c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice;
(e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust;
(f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company;
(g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust;
(h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company;
(i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company;
(j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust;
(k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and
(l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice.
10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect.
10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.
Special Termination A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"):
1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or
2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or
3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or
4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or
5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or
6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or
7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or
8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or
9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or
10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or
11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or
12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract.
B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence.
C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract.
D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.
