Default and Termination (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.
(b) In the event that:
(i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a);
(ii) the breach was not a Substantial Breach at the time such breach occurred; and
(iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute.
(c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party.
(d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand.
(e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.
Events of Default and Termination 9.1 Supplier Event of Default or Solar Pumpset Supplier Event of Default:
9.1.1 The occurrence and continuation of any of the following events, unless any such event occurs as a result of a Force Majeure event or a breach by DISCOM of its obligations under this Agreement, shall constitute a Supplier Event of Default (“Supplier Event of Default/Solar Pumpset Supplier Event of Default”):
(i) the Solar Pumpset Supplier transfers or novates any of its rights and/ or obligations under this Agreement, in a manner contrary to the provisions of this Agreement; except where such transfer: is in pursuance of a law; and does not affect the ability of the transferee to perform, and such transferee has the financial capability to perform, its obligations under this Agreement or is to a transferee who assumes such obligations under this Agreement and the Agreement remains effective with respect to the transferee;
(ii) the Solar Pumpset Supplier becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested for a period of thirty (30) days, or Any winding up or bankruptcy or insolvency order is passed against the Solar Pumpset Supplier, or the Solar Pumpset Supplier goes into liquidation or dissolution or has a receiver or any similar officer appointed over all or substantially all of its assets or official liquidator is appointed to manage its affairs, pursuant to law, Provided that a dissolution or liquidation of the Solar Pumpset Supplier will not be a Solar Pumpset Supplier Event of Default if such dissolution or liquidation is for the purpose of a merger, consolidation or reorganization and where the resulting company retains creditworthiness similar to the Solar Pumpset Supplier and expressly assumes all obligations of the Solar Pumpset Supplier under this Agreement and is in a position to perform them; or
(iii) the Solar Pumpset Supplier repudiates this Agreement and does not rectify such breach within a period of thirty (30) days from a notice from DISCOM/NREDCAP in this regard; or
(iv) except where due to any DISCOM’s failure to comply with its material obligations, the Solar Pumpset Supplier is in breach of any of its material obligations pursuant to this Agreement, and such material breach is not rectified by the Solar Pumpset Supplier within thirty (30) days of receipt of first notice in this regard given by DISCOM/NREDCAP; or
(v) the Solar Pumpset Supplier repeatedly delays the commissioning of the Solar Pumpset Systems beyond the timelines or such extended timelines as specified in this Agreement
(vi) Occurrence of any other event which is specified in this Agreement to be a material breach/default of the Solar Pumpset Supplier.
Events of Default and Termination Events The following Events of Default and Termination Events shall apply to Party A and Party B as set forth below:
Default, Disruption and Termination H1 Termination on Change of Control and Insolvency H2 Termination on Default H3 Break H4 Consequences of Termination H5 Disruption H6 Recovery upon Termination H7 Force Majeure
Suspension and termination of procedure 1. The disputing Parties may agree to suspend the work of the Panel at any time for a period not exceeding 12 months following the date of such agreement. In any event, if the work of the Panel has been suspended for more than 12 months, the authority of the Panel shall lapse, unless the disputing Parties agree otherwise. If the authority of the Panel lapses and the disputing Parties have not reached an agreement on the settlement of the dispute, nothing in this Article shall prevent a Party from requesting a new proceeding regarding the same matter.
2. At any time prior to the release of the Panel report, the Parties may agree to terminate the procedures before a Panel by jointly notifying the chair of the Panel on this respect.
Suspension and Termination Schedule 6 shall have effect.
TERM, MODIFICATION AND TERMINATION OF AGREEMENT This Agreement with respect to the Fund shall continue in effect until the expiration date set forth on Schedule A (the “Expiration Date”). With regard to the Operating Expense Limits, the Trust’s Board of Trustees and the Adviser may terminate or modify this Agreement prior to the Expiration Date only by mutual written consent. This Agreement shall terminate automatically upon the termination of the Advisory Agreement; provided, however, that the obligation of the Trust to reimburse the Adviser with respect to a Fund shall survive the termination of this Agreement unless the Trust and the Adviser agree otherwise.
Amendments, Suspension and Termination To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. Except as provided in the preceding sentence, this Agreement cannot be modified, altered or amended, except by an agreement, in writing, signed by both the Partnership and the Participant.
Duration and Termination of Agreement This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust. If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.
Duration and Termination of Agreement; Amendments (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until July 31, 2001 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.
(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.
