EFFECTIVENESS, DURATION AND TERMINATION (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities.
(b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law.
(c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act.
(d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.
Term Suspension and Termination 9.1. Term of this MSA. This MSA comes into force on the date you first accept it by whatever means and continues until all Subscriptions expire or have been terminated.
Amendment, 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 Administrator or the Board, provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the RSUs in any material way without the prior written consent of Participant.
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.
Term, Termination and Suspension 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms.
18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other.
18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1.
18.4 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate.
18.5 Either party may terminate this Agreement immediately, if the other party:
(a) commits an irremediable breach; or
(b) is subject to a change of control or chooses to discontinue its business; or
(c) if the other party has a lack of funding or becomes or is deemed insolvent; or
(d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more.
18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you.
18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy.
18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data.
18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you.
18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due.
18.11 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement.
18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.
Effectiveness, Duration and Termination of Agreement This Agreement shall become effective as of the first date above written. This Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of the Corporation’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days written notice, by the vote of a majority of the outstanding voting securities of the Corporation, or by the vote of the Corporation’s Directors or by the Adviser. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 of this Agreement through the date of termination or expiration.
Technical Feasibility of String While ICANN has encouraged and will continue to encourage universal acceptance of all top-‐level domain strings across the Internet, certain top-‐level domain strings may encounter difficulty in acceptance by ISPs and webhosters and/or validation by web applications. Registry Operator shall be responsible for ensuring to its satisfaction the technical feasibility of the TLD string prior to entering into this Agreement.
TERM, TERMINATION & SUSPENSION The Company may terminate this Agreement with You at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If You have registered for an account with Us, You may also terminate this Agreement at any time by contacting Us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
Effective Date Term Termination and Disconnection 3.1 Effective Date This Agreement shall become effective upon execution by all Parties.
Effective Date Term and Termination 1.1 The effective date ("EFFECTIVE DATE") of this Agreement shall be the date first above written.
1.2 The term of this Agreement ("TERM") commences on the Effective Date, and unless the Agreement is terminated pursuant to Section 1.3 or 1.4, it shall continue in force until "Completion Date" (as defined in Section 3.2).
1.3 Each party may terminate this Agreement (effective immediately upon written notice) if the other party materially breaches any provision of this Agreement if such breach continues and is not cured within [***] after written notice thereof by the non-breaching party, including the nature of the breach upon which such notice is based. SVI may terminate this Agreement upon written notice to Customer if Customer fails to pay, within [***] of a Payment Date, any amount payable hereunder. SVI may suspend its performance of services under the terms of this Agreement pending receipt of such payment. Any such termination by SVI shall not affect SVI and Customer's respective rights with respect to any Deliverables and/or Professional Services delivered or performed and fully paid during the Term.
1.4 Customer may terminate this Agreement during the Term (a) upon written notice to SVI after [***] prior written notice, provided that Customer shall remain obligated to pay to SVI all amounts due SVI to such termination date (b) upon [***] written notice to SVI after a change of control (as defined in Section 13.1), or (c) on the occurrence of any of the following: (i) an assignment by SVI for the benefit of creditors; (ii) the appointment of a trustee or receiver for substantially all of SVI's assets; or (iii) to the extent termination is enforceable under the U.S. Bankruptcy Code, a proceeding in bankruptcy is instituted against SVI which is acquiesced in, is not dismissed within [***], or results in an adjudication of bankruptcy.
1.5 After expiration or termination of this Agreement for any reason, other than related to Customer's breach, SVI shall promptly deliver any partially-created Deliverable that exists as of the expiration or termination date; provided that Customer pays SVI all amounts then due SVI. Upon delivery, such Deliverable shall be considered a "Deliverable" for all purposes hereunder.
1.6 Subject to each party's rights, remedies and defenses relating to any breach by the other party, the provisions of Sections 1.5, 1.6, 6 (with respect to Deliverables delivered in the Term, subject to Section 1.5), 9.1 (with respect to fees accrued prior to expiration or termination), 9.3, 12.2(a), 12.3-12.7, 14-33 shall survive expiration or termination of this Agreement (including the Revenue Sharing Term in Section 17.1) for any reason. [***] = Confidential Treatment Requested
