Further Termination Sample Clauses

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.
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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.
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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
Sample 1
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:
Sample 1
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
Sample 1
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
Sample 1
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;
Sample 1
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Related to Further Termination

  • Other Termination This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Disaffiliation Date by either Party if: (a) prior to the Disaffiliation Date, there has been a material breach of any representation, warranty, covenant or agreement on the part of a Party set forth in this Agreement; provided, however, that, if such breach is curable by the breaching Party through the exercise of its commercially reasonable efforts and for so long as the breaching Party continues to exercise such commercially reasonable efforts (but in no event longer than thirty (30) days after the non-breaching Party’s written notification to the breaching Party of the occurrence of such breach), the non-breaching Party may not terminate this Agreement; or, (b) if all the conditions set forth in this Agreement have not been satisfied or waived on or before the Disaffiliation Date, unless such satisfaction has been frustrated or made impossible by any act or failure to act of non-breaching Party.

  • Other Terminations If Executive’s service with the Company is terminated by the Company or by Executive for any or no reason other than as a Covered Termination, then Executive shall not be entitled to any benefits hereunder other than accrued but unpaid salary, bonus, vacation and expense reimbursement in accordance with applicable law and to elect any continued healthcare coverage as may be required under COBRA or similar state law.

  • Earlier Termination This Agreement may be terminated earlier as hereinafter provided.

  • 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.

  • Other Terminations of Employment In the event of your termination of employment by Skyworks for Cause or by you for any or no reason other than as a termination of employment described in Sections 1.1, 3.1, or 4.1, you shall not be entitled to any benefits under this Agreement; provided, however, that Skyworks shall pay you any unpaid wages and vacation as may be required by applicable law and provide you with the ability to elect any continued health coverage as may be required under COBRA or similar state law.

  • 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.

  • Other Termination Rights This Agreement may be terminated at any time prior to the Closing by the applicable party if and to the extent permitted in Part V of Appendix B.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Other Termination of Employment In the event of your voluntary termination (other than a Retirement subject to Section 2(c) or a Qualifying Termination subject to Section 2(f)), or termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested RSUs on the date of termination.

  • Obligations after Termination a. Following termination of this Agreement, a Party shall remain liable for all obligations arising hereunder prior to the effective date of termination, including all obligations accrued prior to the effective date, imposed on the Party by this Agreement or the ISO Tariffs or other ISO Related Agreements. b. Termination of this Agreement shall not relieve the NTO of any continuing obligation it may have under the ISO Tariffs and ISO Related Agreements, unless the NTO also withdraws from the ISO Tariffs or ISO Related Agreements.

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