Common use of Duration, Termination and Amendment Clause in Contracts

Duration, Termination and Amendment. 8.1 This Agreement shall come into force on the date the Software is despatched by the Authority to the Licensee and unless terminated by the virtue of any other provision hereof shall remain in full force perpetually. 8.2 The Authority shall be entitled to propose an amendment to, or terminate, this Agreement and the Licence by giving to the Licensee not less than 3 months written notice to that effect. Should the Authority propose such an amendment, a Notice of Amendment will be given. Any such amendment would not be unreasonable, and the Licensee should not unreasonably withhold consent to such an amendment. Should the Licensee not accept the Authority’s proposed amendment to this agreement, the Authority may terminate this agreement not less than 3 months after the amendment was originally proposed. 8.3 Save as expressly provided herein, no amendment or variation of this Agreement shall be effective unless made in writing and signed by a duly authorised representative of each of the parties hereto. 8.4 Termination of this Agreement shall not affect any right of action or remedy which may have accrued or may accrue to the parties. 8.5 On termination of the Agreement the Licensee shall (subject to Clause 8.6), within one month of the date of termination, return the Software in its possession and control, together with all supporting documentation, to the Authority, and shall certify in writing that all other documentation, records and information, in all forms which relate to the Software and which are in its possession or control, has been destroyed. 8.6 If, when this Agreement is terminated the Licensee has any undischarged contractual obligation pursuant to use of the Software the Licensee shall, notwithstanding Clause 8.5, have the right to use the Software for the sole purpose of fulfilling such obligation and may retain such copies of the Software and supporting documentation as are necessary for that purpose.

Duration, Termination and Amendment. 8.1 (a) This Agreement shall come into force on the date the Software is despatched by the Authority to the Licensee and unless terminated by the virtue of any other provision hereof shall remain in full force perpetually. 8.2 The Authority shall be entitled to propose an amendment to, or terminate, this Agreement and the Licence by giving to the Licensee not less than 3 months written notice to that effect. Should the Authority propose such an amendment, a Notice of Amendment will be given. Any such amendment would not be unreasonable, and the Licensee should not unreasonably withhold consent to such an amendment. Should the Licensee not accept the Authority’s proposed amendment to this agreement, the Authority may terminate this agreement not less than 3 months after the amendment was originally proposed. 8.3 Save as expressly provided herein, no amendment or variation of this Agreement shall be effective on the date set forth above, and unless made in writing terminated as provided herein, shall continue for two (2) years from its effective date, and signed thereafter from year to year, provided such continuance is approved annually by vote of (i) a duly authorised representative of each majority of the Board members or by the vote of a majority of the outstanding voting securities of the Fund and (ii) a majority of those Board members who are not parties heretoto this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund by vote of a majority of those Board members who are not parties to this Agreement or interested persons of any such party on at least ninety (90) days prior written notice to the Distributor. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. 8.4 Termination (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought. (c) Upon termination of this Agreement, the Distributor agrees to cooperate in the orderly transfer of distribution duties and shall not affect any right of action or remedy which may have accrued or may accrue deliver promptly to the partiesTrust or as otherwise directed by the Trust all records and other documents made or accumulated in the Distributor’s performance of its duties for the Trust hereunder. 8.5 On (d) In the event that the Distributor gives notice of termination of under this Agreement, it will continue to provide the Agreement services contemplated hereunder after such termination at the Licensee shall (subject contractual rate for up to Clause 8.6)120 days, within one month of provided the date of termination, return the Software in its possession and control, together with Trust uses all supporting documentation, reasonable commercial efforts to the Authority, and shall certify in writing that all other documentation, records and information, in all forms which relate to the Software and which are in its possession or control, has been destroyedappoint a replacement on a timely basis. 8.6 If, when this Agreement is terminated the Licensee has any undischarged contractual obligation pursuant to use of the Software the Licensee shall, notwithstanding Clause 8.5, have the right to use the Software for the sole purpose of fulfilling such obligation and may retain such copies of the Software and supporting documentation as are necessary for that purpose.

Duration, Termination and Amendment. 8.1 (a) This Agreement shall come into force on the date the Software is despatched by the Authority to the Licensee and unless terminated by the virtue of any other provision hereof shall remain in full force perpetually. 8.2 The Authority shall be entitled to propose an amendment to, or terminate, this Agreement and the Licence by giving to the Licensee not less than 3 months written notice to that effect. Should the Authority propose such an amendment, a Notice of Amendment will be given. Any such amendment would not be unreasonable, and the Licensee should not unreasonably withhold consent to such an amendment. Should the Licensee not accept the Authority’s proposed amendment to this agreement, the Authority may terminate this agreement not less than 3 months after the amendment was originally proposed. 8.3 Save as expressly provided herein, no amendment or variation of this Agreement shall be effective on the Effective Date, and unless made in writing terminated as provided herein, shall continue for two years from its effective date, and signed thereafter from year to year, provided such continuance is approved annually (i) by vote of a duly authorised representative of each majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties heretoto this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. 8.4 (b) As soon as reasonably practicable following the termination or expiration of this Agreement, the Distributor agrees to transfer such records and related supporting documentation as are held by it under this Agreement to any replacement provider of the services or to such other person as the Trust may direct. If directed by the Trust, the Distributor will provide the services hereunder until a replacement distributor is in place, for a reasonable period of time up to nine (9) months, subject to the terms of this Agreement, including compensation. The Distributor will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Distributor customarily charges for such assistance. (c) Termination of this Agreement with respect to any one particular Fund shall not in no way affect any right of action or remedy which may have accrued or may accrue the rights and duties under this Agreement with respect to the partiesTrust or any other Fund. 8.5 On termination (d) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which an enforcement of the Agreement the Licensee shall (subject to Clause 8.6)change, within one month of the date of terminationwaiver, return the Software in its possession and control, together with all supporting documentation, to the Authority, and shall certify in writing that all other documentation, records and information, in all forms which relate to the Software and which are in its possession discharge or control, has been destroyedtermination is sought. 8.6 If, when this Agreement is terminated the Licensee has any undischarged contractual obligation pursuant to use of the Software the Licensee shall, notwithstanding Clause 8.5, have the right to use the Software for the sole purpose of fulfilling such obligation and may retain such copies of the Software and supporting documentation as are necessary for that purpose.

Duration, Termination and Amendment. 8.1 This Agreement shall come into force on the date the Software is despatched by the Authority to the Licensee and unless terminated by the virtue of any other provision hereof shall remain in full force perpetually. 8.2 The Authority shall be entitled to propose an amendment to, or terminate, this Agreement and the Licence by giving to the Licensee not less than 3 months written notice to that effect. Should the Authority propose such an amendment, a Notice of Amendment will be given. Any such amendment would not be unreasonable, and the Licensee should not unreasonably withhold consent to such an amendment. Should the Licensee not accept the Authority’s proposed amendment to this agreement, the Authority may terminate this agreement not less than 3 months after the amendment was originally proposed. 8.3 Save as expressly provided herein, no amendment or variation of this Agreement shall be effective unless made in writing and signed by a duly authorised representative of each of the parties hereto. 8.4 Termination of this Agreement shall not affect any right of action or remedy which may have accrued or may accrue to the parties. 8.5 On termination of the Agreement the Licensee shall (subject to Clause 8.6), within one month of the date of termination, return the Software in its possession and control, together with all supporting documentation, to the Authority, and shall certify in writing that all other documentation, records and information, in all forms which relate to the Software and which are in its possession or control, has been destroyed. 8.6 If, when this Agreement is terminated the Licensee has any undischarged contractual obligation pursuant to use of the Software the Licensee shall, notwithstanding Clause clause 8.5, have the right to use the Software for the sole purpose of fulfilling such obligation and may retain such copies of the Software and supporting documentation as are necessary for that purpose.

Duration, Termination and Amendment. 8.1 (a) This Agreement shall come into force on the date the Software is despatched by the Authority to the Licensee and unless terminated by the virtue of any other provision hereof shall remain in full force perpetually. 8.2 The Authority shall be entitled to propose an amendment to, or terminate, this Agreement and the Licence by giving to the Licensee not less than 3 months written notice to that effect. Should the Authority propose such an amendment, a Notice of Amendment will be given. Any such amendment would not be unreasonable, and the Licensee should not unreasonably withhold consent to such an amendment. Should the Licensee not accept the Authority’s proposed amendment to this agreement, the Authority may terminate this agreement not less than 3 months after the amendment was originally proposed. 8.3 Save as expressly provided herein, no amendment or variation of this Agreement shall be effective on the Effective Date, and unless made in writing terminated as provided herein, shall continue for two years from its effective date, and signed thereafter from year to year, provided such continuance is approved annually (i) by vote of a duly authorised representative of each majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties heretoto this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. 8.4 (b) As soon as reasonably practicable following the termination or expiration of this Agreement, the Distributor agrees to transfer such records and related supporting documentation as are held by it under this Agreement to any replacement provider of the services or to such other person as the Trust may direct. If directed by the Trust, the Distributor will provide the services hereunder until a replacement distributor is in place, for a reasonable period of time up to nine (9) months, subject to the terms of this Agreement, including compensation. The Distributor will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Distributor customarily charges for such assistance. (c) Termination of this Agreement with respect to any one particular Fund shall not in no way affect any right of action or remedy which may have accrued or may accrue the rights and duties under this Agreement with respect to the partiesTrust or any other Fund. 8.5 On termination (d) This Agreement may be amended only in writing signed by the parties hereto. No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which an enforcement of the Agreement the Licensee shall (subject to Clause 8.6)change, within one month of the date of terminationwaiver, return the Software in its possession and control, together with all supporting documentation, to the Authority, and shall certify in writing that all other documentation, records and information, in all forms which relate to the Software and which are in its possession discharge or control, has been destroyedtermination is sought. 8.6 If, when this Agreement is terminated the Licensee has any undischarged contractual obligation pursuant to use of the Software the Licensee shall, notwithstanding Clause 8.5, have the right to use the Software for the sole purpose of fulfilling such obligation and may retain such copies of the Software and supporting documentation as are necessary for that purpose.