Further Termination Clause Samples
The 'Further Termination' clause defines additional circumstances or rights under which a contract may be ended beyond the standard termination provisions. Typically, this clause outlines specific events, breaches, or conditions that, if they occur, allow one or both parties to terminate the agreement early. For example, it may permit termination if there is a change in control of a party, insolvency, or repeated minor breaches. The core function of this clause is to provide flexibility and protection by allowing parties to exit the contract if certain significant or unforeseen events arise, thereby managing risk and ensuring the agreement remains fair and relevant.
Further Termination. The Fund may terminate this Agreement in whole or in part (for example, as to any Index Series) prior to the expiration of any Renewal Term in the event:
(i) that Bank fails to meet the criteria defined in each of six (6) separate Key Performance Indicators, each for four consecutive months, in any rolling twelve month period. For avoidance of doubt, this right shall only apply if the failure by the Bank to meet the Service Level as defined in the relevant KPI is not (a) the result of force majeure, (b) caused by the Fund or a direct result of a specific request by the Fund, (c) a direct result of a specific request by a duly authorized agent of the Fund, (d) caused by a third party other than an agent of Bank or (e) the result of an agreement by the Parties;
(ii) of a material breach of a material provision of the Agreement;
(iii) the Board of the Fund votes to liquidate the Fund and terminate its registration with the Securities and Exchange Commission other than in connection with a merger or acquisition of the Fund or the Fund’s investment adviser; or
(iv) Barclays Global Investors, N.A. terminates its Custodial, Fund Accounting and Services Agreement (as amended) with the Bank pursuant to the fiduciary capacity provision in Section 13.1(b)(ii) of such agreement; provided that the Fund shall not exercise its rights under subsections (c)(i) or (ii) above unless the Fund has first provided written notice to Bank of its intent to terminate under such subsection, and Bank: (x) does not present a plan to remedy or cure the KPI or breach that is reasonably acceptable to the Fund, which plan will be provided as soon as practicable, and in any event not later than ten (10) days after such notice, and (y) has not made substantial progress toward curing or remedying that KPI or breach in material respects to the reasonable satisfaction of the Fund, within thirty (30) days of presenting such plan to the Fund.
Further Termination. BGI may terminate this Agreement in whole or in part (for example, as to any Portfolio) prior to the expiration of any Renewal Term in the event:
(i) that the Bank fails to meet the criteria defined in each of six (6) separate Key Performance Indicators ("KPIs"), each for four consecutive months, in any rolling twelve month period. For avoidance of doubt, this right shall only apply if the failure by the Bank to meet the Service Level as defined in the relevant KPI is not (a) the result of force majeure, (b) caused by BGI or a direct result of a specific request by BGI, (c) a direct result of a specific request by a duly authorized agent of BGI, (d) caused by a third party other than an agent of the Bank or (e) the result of an agreement by the Parties;
(ii) of a material breach of a material provision of the Agreement;
(iii) the Boards of the Portfolios vote to liquidate the Portfolios and terminate the Portfolios' respective registration statements with the Securities and Exchange Commission other than in connection with a merger or acquisition of the Portfolios or the Portfolios' investment adviser;
(iv) BGI terminates its Custodial, Fund Accounting and Services Agreement (as amended) with the Bank pursuant to the fiduciary capacity provision in Section 13.1(b)(ii) of such agreement; or
(v) BGI may terminate this Agreement if the Administration Agreement between BGI and MIP and the Administration Agreement between BGI and BGIF are terminated and no successor agreements between BGI and MIP and/or BGIF for the provision of administrative services are subsequently executed within 90 days after the termination of the Administration Agreement between BGI and MIP and the Administration Agreement between BGI and BGIF; provided that BGI shall not exercise its rights under subsections (c)(i) or (ii) above unless BGI has first provided written notice to the Bank of its intent to terminate under such subsection, and the Bank: (x) does not present a plan to remedy or cure the KPI or breach that is reasonably acceptable to BGI, which plan will be provided as soon as practicable, and in any event not later than ten (10) days after such notice, and (y) has not made substantial progress toward curing or remedying that KPI or breach in all material respects to the reasonable satisfaction of BGI, within thirty (30) days of presenting such plan to BGI.
Further Termination. The Trust may terminate this Agreement in whole or in part (for example, as to any Fund) prior to the expiration of any Renewal Term in the event:
(i) that Bank fails to meet the criteria defined in each of six (6) separate Key Performance Indicators, each for four consecutive months, in any rolling twelve month period. For avoidance of doubt, this right shall only apply if the failure by the Bank to meet the Service Level as defined in the relevant KPI is not (a) the result of force majeure, (b) caused by the Trust or a direct result of a specific request by the Trust, (c) a direct result of a specific request by a duly authorized agent of the Trust, (d) caused by a third party other than an agent of Bank or (e) the result of agreement by the Parties;
(ii) of a material breach of a material provision of the Agreement;
(iii) the Board of the Fund votes to liquidate the Fund and terminate its registration with the Securities and Exchange Commission other than in connection with a merger or acquisition of the Fund or the Fund's investment adviser; or
Further Termination. The Trust may terminate this Agreement in whole or in part (for example, as to any Portfolio) prior to the expiration of the Initial Term or any Renewal Term in the event:
(i) that the Bank fails to meet the criteria defined in each of six (6) separate Key Performance Indicators, each for four (4) consecutive months, in any rolling twelve-month period. For avoidance of doubt, this right shall only apply if the failure by the Bank to meet the Service Level as defined in the relevant KPI is not (a) the result of a Force Majeure Event, (b) caused by the Trust or a direct result of a specific request by the Trust, (c) a direct result of a specific request by a duly authorized agent of the Trust, (d) caused by a third party other than an agent of the Bank or (e) the result of agreement by the Parties;
(ii) of a material breach of a material provision of this Agreement;
(iii) the Board of the Trust votes to liquidate a Portfolio and terminate its registration with the Securities and Exchange Commission other than in connection with a merger or acquisition of the Portfolio or the Portfolio's investment adviser; or
Further Termination. Notwithstanding section 10.1 above, the obligations of the parties hereunder, with the exception of the obligations of the parties in Article 9 hereto which shall survive this Agreement, shall also terminate on the earliest of the following events:
Further Termination. The Trust may terminate this Agreement in whole or in part (for example, as to any Fund) prior to the expiration of the Initial Term or any Renewal Term in the event:
(i) that the Bank fails to meet the criteria defined in each of six (6) separate Key Performance Indicators, each for four (4) consecutive months, in any rolling twelve-month period. For avoidance of doubt, this right shall only apply if the failure by the Bank to meet the Service Level as defined in the relevant KPI is not (a) the result of an event that is not reasonably predictable or foreseeable (and, therefore should not have been anticipated and prepared for) by prudent persons or entities providing or operating a business similar to the affected Party and in each case, beyond such Party's reasonable control (a "Force Majeure Event"), (b) caused by the Trust or a direct result of a specific request by the Trust, (c) a direct result of a specific request by a duly authorized agent of the Trust, (d) caused by a third party other than an agent of the Bank or (e) the result of agreement by the Parties;
(ii) of a material breach of a material provision of this Agreement;
(iii) the Board of the Trust votes to liquidate a Fund and terminate its registration with the Securities and Exchange Commission other than in connection with a merger or acquisition of the Fund or the Fund's investment adviser; or
Further Termination. BGFA may terminate this Agreement in whole or in part (for example, as to any Portfolio) prior to the expiration of the Initial Term or any Renewal Term in the event:
(i) that the Sub-Administrator fails to meet the criteria defined in each of six (6) separate Key Performance Indicators (as defined in Section 16) ("KPIs") each for four (4) consecutive months in any rolling twelve-month period. For the avoidance of doubt, this right shall only apply if the failure by the Sub-Administrator to meet the Service Level (as defined in Section 16) as defined in the relevant KPI is not (a) the result of a Force Majeure Event, (b) caused by BGFA or a direct result of a specific request by BGFA, (c) a direct result of a specific request by a duly authorized agent of BGFA, (d) caused by a third party other than an agent of the Sub-Administrator or (e) the result of agreement by the Parties;
(ii) of a material breach of a material provision of this Agreement;
(iii) the Board of the Trust votes to liquidate a Portfolio and terminate its registration with the Securities and Exchange Commission other than in connection with a merger or acquisition of a Portfolio or the Portfolio's investment adviser;