Liability and Termination Sample Clauses

Liability and Termination. 12.1 If a Party is in Material Breach of its obligations under this Agreement or repeatedly breaches the terms of this Agreement, and such default is not cured within thirty (30) days from the date the written notice thereof has been dispatched, the other Party (the non-breaching Party) is entitled to terminate this Agreement with immediate effect. 12.2 If a Party is apparently insolvent, declared bankrupt or in a debt restructuring procedure, the other Party may with written notice terminate this Agreement immediately, unless the insolvent Party gives satisfactory guarantees that the Agreement is unaffected by said insolvency. 12.3 For the damages incurred by the non-breaching Party caused by the material breach of this Agreement, the non-breaching Party shall be entitled to receive compensation from the breaching Party. The breaching Party shall be liable for actual and direct damages to the other Party. Parties are not, however, liable for any punitive, indirect or consequential damages, including but not limited to loss of profits, arising from this Agreement. Except as otherwise provided in section 11 below, the Parties' liability towards each other shall be limited to the amount of ****** (*******) euro. 12.4 During the Term XXXXXX may terminate without any cause this Agreement at any time by giving HORMOS a written notice 4 months prior to such termination will become effective. On effective day, any and all rights granted under this Agreement by HORMOS to XXXXXX will be returned back to HORMOS and XXXXXX shall not retain itself any rights with regard to HMR Bulk Ingredient or HMRlignan(TM). In connection with such termination XXXXXX shall assign HORMOS a right to any improvement or intellectual property right necessary for the development, manufacture or commercialisation of HMR Bulk Ingredient or HMRlignan(TM) and all the HMR Bulk Ingredients in its possession.
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Liability and Termination. (1) The Parties agree that any Data Subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any Party or Subprocessor is entitled to receive compensation from the Data Exporter for the damage suffered. (a) If a Data Subject is not able to bring a claim for compensation in accordance with sub- clause (1) against the Data Exporter, arising out of a breach by the Data Importer or his Subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the Data Exporter has factually disappeared or ceased to exist in law or has become insolvent, the Data Importer agrees that the Data Subject may issue a claim against the Data Importer as if it were the Data Exporter, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law, in which case the Data Subject can enforce its rights against such entity. (b) The Data Importer may not rely on a breach by a Subprocessor of its obligations in order to avoid its own liabilities. (3) If a Data Subject is not able to bring a claim against the Data Exporter or the Data Importer referred to in sub-clauses (1) and (2), arising out of a breach by the Subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, the Subprocessor agrees that the Data Subject may issue a claim against the Data Subprocessor with regard to its own Processing operations under the Clauses as if it were the Data Exporter or the Data Importer, unless any successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law, in which case the Data Subject can enforce its rights against such entity. The liability of the Subprocessor shall be limited to its own Processing operations under the Clauses. (4) In addition to the Data Exporter's entitlement to terminate the Clauses in accordance with Clause 5(a), either Party may terminate these Clauses if: each jurisdiction in which the Data Importer and each of its Subprocessors is incorporated or operates or uses the Personal Data is either: (a) subject to a designation under section 4 of the Regulations by the Registrar; or (b) is or becomes listed in Schedule 3 to the Regulations. (5) The Parties agree that the termination of these Clauses at any ...
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Liability and Termination. 38LIMITATION OF LIABILITY Neither Party excludes or limits liability to the other Party for: any loss, liability or cost arising as a result of death or personal injury caused by the negligence or default of such Party, its employees, agents or sub-contractors; or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979; or any breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982; or any other liability the exclusion or limitation of which is expressly prohibited by statute. Subject always to Clauses 38.1 and 38.6, the Contractor's liability to the Authority arising under any indemnity or otherwise under or in relation to this Agreement whether in contract, tort, by statute or otherwise and whether or not arising from any negligence on the part of the Contractor or any of its agents or employees shall be limited in aggregate for all Claims and Losses to an amount equivalent to: in relation to Defaults occurring in the first Contract Year, an amount equal to 150% of the estimated Charges payable by the Authority during the first Contract Year as set out in Schedule 8 (Charges, Invoicing and Open Book Accounting). in relation to Defaults occurring during any subsequent Contract Year, an amount equal to 150% of the Charges paid and/or due to be paid to the Contractor under this Agreement in the Contract Year immediately preceding the occurrence of the Default; and in relation to Defaults occurring after the end of the Term, an amount equal to 150% of the Charges paid and/or due to be paid to the Supplier in the 12 month period immediately prior to the last day of the Term, Subject always to Clauses 38.1, 38.4, 38.5 and 38.6 in no event shall either Party be liable to the other for: indirect or consequential loss or damage; and/or loss of profits; loss of business; loss of revenue; or loss of goodwill. The provisions of Clause above shall not be taken as limiting the right of the Authority to claim from the Contractor for: additional operational and administrative costs and expenses; any loss or expenses rendered nugatory; any loss of anticipated savings; and/or costs, expenses and charges resulting from the loss or corruption of data or software which, to the extent that data or software can be recovered or reconstituted, shall be limited to costs, expenses and charges associated with reconstituting that data or software and returning it to a fully operational state but shall not otherwise be lim...
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Liability and Termination. 6) In any case, when You violate these Terms and/or law/legal acts and other legal regulations, or if YESIM has reasonable grounds to believe, that You are in violation of any term, obligation, and/or warranty, set forth in these Terms and/or applicable law/legal acts, YESIM has the right in its own discretion to apply such penalties, preventive and punitive actions and disciplinary sanctions, as XXXXX xxxxx appropriate: 7) YESIM shall clear the User’s balance, if User activity seems malicious swiping and exists the risk receiving fraudulent payment of accounts. 8) YESIM shall terminate the agreement and close/suspend the Account of the User and disconnect the User's access to Services and/or YESIM Products, if: 9) If the User fails to pay YESIM any fee or other payment according to these Terms, or User initiates an improper chargeback or cancels the payment on their credit or debit card YESIM may suspend or close access to Account and terminate the Agreement. YESIM, at its discretion, will report such cases to responsible credit reporting institutions and agencies, law enforcement authorities and relevant institutional bodies for investigation or prosecution of Users with outstanding amounts. 10) YESIM reserves the right to cooperate fully with governmental authorities and other authorized persons in the investigation of any suspected criminal, administrative or civil wrongdoing. Further, as it is set forth in other Clauses of these Terms, in case of any violation of law /legal acts and other legal regulations, YESIM may and will disclose Your identity and contact information, requested by a state, governmental institutions, law enforcement body, court or other authorized institution or organization. YESIM shall not be liable for Your direct, indirect, punitive, incidental or consequential, actual, special, damages or any damages whatsoever or results arising from such information disclosure, and User agrees not to bring any action or claim against XXXXX for such disclosure. 11) YESIM should terminate Account, Services and Agreement in case if required by state, governmental institutions, law enforcement body, court or other authorized institution or organization. 12) YESIM is not liable for Your direct, indirect, punitive, incidental or consequential, actual, special, damages or any damages whatsoever, and other results of the penalties, preventive and punitive actions, and disciplinary sanctions, applied to You by YESIM in connection with Your violation...
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Liability and Termination. 4.1. This Agreement may be terminated by breach of any of the terms and conditions. You shall be sent a notice of termination. Upon receipt of notice, you must immediately delete or remove the eMoncada app from your devices. 4.2. The Owner shall not be made liable or responsible for any failure to perform, or delays in performance of any of its obligations under this Agreement that is beyond its reasonable control. 4.3. The Owner’s delay to insist that you perform any of your obligations under this Agreement will not mean that it has waived its rights against you. Waiver by the owner of any default on your part shall be in writing. 4.4. This agreement, its subject matter, and its form, are governed by Philippine law. In case of any litigationor actions in relation to it, you agree that the courts of Tarlac shall have jurisdiction over any such actions, to the complete exclusion of other venues.
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Liability and Termination. We may terminate this Membership Agreement with immediate effect by giving written notice to you if: You are in breach of any of the terms of this Membership Agreement and you have not remedied that breach within 14 days (or immediately in the case of an emergency or breach of any obligation relating to security); or If the Licence is terminated for any reason. Any termination of this Membership Agreement is without prejudice to any then accrued claims of either party against the other. You must pay to us within 14 days of demand on a full indemnity basis all expenses incurred by us in connection with a breach of an obligation in this Membership Agreement by you; Date: Member's name (printed): Member's signature: Buzz representative name (printed): Buzz representative signature: This Membership Agreement binds you to a legal agreement with Buzz Lockleaze.
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Liability and Termination. 13.1 The Agent is responsible for the acts and omissions of its Personnel. 13.2 The Agent must take out and maintain valid and enforceable public liability and professional indemnity insurance policies that are adequate to cover its business operations. 13.3 If the Agent breaches these Terms, then, without limiting any other rights, Xxx xxx, by giving written notice to the Agent, do any or all of the following: (a) recover any costs incurred or losses suffered by Rex as a result of the breach; (b) cancel any affected bookings and tickets; (c) remove the Agent’s Rex Ticketing Authority and access to the Xxx Agency Portal; or (d) remove the Agent’s access to Rex Data including via Approved Channels. 13.4 These Terms may be terminated by either party: (a) at any time upon 30 days written notice to the other party; (b) immediately if the other party commits a breach of these Terms which is capable of remedy and fails to remedy the breach within 14 days after receiving notice requiring it to do so; (c) immediately if the other party commits a breach of these Terms which is not capable of remedy; (d) immediately if the other party: (i) disposes of the whole or any part of its assets, operations or business other than in the normal course of business; (ii) ceases to be able to pay its debts as they become due; (iii) ceases to carry on business; (iv) being a corporation, becomes the subject of insolvency proceedings, or has an administrator, a liquidator or receiver and/or manager or other like person appointed over any of its assets; or (v) being a firm or partnership, becomes the subject of an event of bankruptcy or is dissolved; or (e) as otherwise permitted in accordance with these Terms.
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Liability and Termination. 11.1 If a Scheme Member commits any material breaches of the terms of this Agreement or if minor breaches continue the Council shall be entitled, but without prejudice, to any other rights or remedies which it may have to terminate this Agreement and the Scheme Member will no longer be able to hire any eBike via the Booking System and the Council will be able to recover possession of any eBike (s) and Other Equipment that is being hired with or without notice, and to make reasonable charge for such a repossession. 11.2 This agreement will also automatically terminate if the Scheme Member breaches Spokesafe’s Terms and Conditions and Spokesafe terminates the Scheme Member’s use of the Booking System and/or the use of the Location or if the Location Partnership Agreement is terminated for any reason 11.3 Either party is able to terminate this Agreement on giving the other party not less than five working days’ notice and on expiry of the said notice this Agreement will terminate but without prejudice to either parties right or remedies that occurred prior to the date of termination and any bookings made by the Scheme Member will be automatically cancelled if they relate to a period after the expiry of the said notice 11.4 The Scheme Member agrees that the Council’s total liability for any breaches of the following: i) Contract ii) Tort (including negligence) iii) breach of statutory duty,
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Liability and Termination. (d.1) In addition to any other remedy available to Sensorex, the Distributor will indemnify, keep indemnified and hold harmless (on a full indemnity basis) Sensorex and its affiliates, officers and personnel against all direct or indirect liabilities, claims, demands, damages, losses or expenses (including legal and other professional adviser’s fees and disbursements), interest and penalties suffered or incurred as a result of any breach by of the Distributor’s obligations in clause 9 of this Terms and Conditions. This indemnity will not apply to any fine levied on Sensorex as a result of Sensorex’s criminal liability. (d.2) Sensorex shall not be obliged to perform any obligation and shall have the right to terminate this Terms and Conditions and any other agreement with the Distributor, immediately and without being liable for any damages or costs of any kind, if in its sole discretion it reasonably believes that such performance in full or in part would be in violation of clauses (a)-(c) of this article 9 of this Term and Conditions.
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Related to Liability and Termination

  • DETERMINATION OF BREACH AND TERMINATION OF AGREEMENT A. Prior to making a determination that the Applicant has failed to comply in any material respect with the terms of this Agreement or to meet any material obligation under this Agreement, the District shall provide the Applicant with a written notice of the facts which it believes have caused the breach of this Agreement, and if cure is possible, the cure proposed by the District. After receipt of the notice, the Applicant shall be given ninety (90) days to present any facts or arguments to the Board of Trustees showing that it is not in breach of its obligations under this Agreement, or that it has cured or undertaken to cure any such breach. B. If the Board of Trustees is not satisfied with such response or that such breach has been cured, then the Board of Trustees shall, after reasonable notice to the Applicant, conduct a hearing called and held for the purpose of determining whether such breach has occurred and, if so, whether such breach has been cured. At any such hearing, the Applicant shall have the opportunity, together with their counsel, to be heard before the Board of Trustees. At the hearing, the Board of Trustees shall make findings as to: i. whether or not a breach of this Agreement has occurred; ii. whether or not such breach is a Material Breach; iii. the date such breach occurred, if any;

  • BREACH AND TERMINATION 22.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 22.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done. 22.3 To the extent that any of the Deliverables and property referred to in clause 22.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held. 22.4 In the event that this Agreement is terminated by the Service Provider under clause 6 [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under this clause 26 [Breach and Consequences of Termination], Transnet will pay to the Service Provider all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Service Provider up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Service Provider in relation to the such work for which the Service Provider has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Service Provider will promptly deliver such goods and materials to Transnet or as it may direct. 22.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 22.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 22.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 22.8 Notwithstanding this clause 22, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or 22.9 The provisions of clauses 2 [Definitions], Error! Reference source not found. [Warranties], 21 [Rights on Cancellation], 25 [Confidentiality], 28 [Limitation of Liability], 29 [Intellectual Property Rights], 32 [Dispute Resolution] and 36.1 [Governing Law] shall survive termination or expiry of this Agreement.

  • Irrevocability and Termination Subject to the right of the parties to amend this Agreement as provided in Section 16, this Trust shall be irrevocable and shall continue until terminated at the written agreement of the Grantor, the Trustee, and the FDEP Secretary, or by the Trustee and the FDEP Secretary, if the Grantor ceases to exist. Upon termination of the Trust, all remaining trust property, less final trust administration expenses, shall be delivered to the Grantor.

  • Term and Termination 10.1 Where the Inventor or any third-party nominee (“Nominee”) or legal person (‘Legal Person”) who has control of any rights over the Project Intellectual Property has been declared bankrupt, filed for bankruptcy or where a creditor has filed a claim in bankruptcy against the Inventor, Nominee or Legal Person, which results in the bankruptcy of the Inventor, Nominee or Legal Person, or where the Inventor, Nominee or Legal Person files for creditor protection or makes an arrangement with creditors which results in the bankruptcy of the Inventor, Nominee or Legal Person, then the University may terminate the present Agreement against the Inventor, or Nominee or Legal Person having control of any rights over the Project Intellectual Property as the case may be. The University may terminate the present Agreement with respect to any Nominee or Legal Person, except for the Inventor, that ceases to pursue its normal business operations, ceases to exist legally or files for creditor protection or makes an arrangement with creditors which does not result in the bankruptcy of the said Nominee or Legal Person, as the case may be. Any notice of termination shall be in writing and delivered to the Nominee or Legal Person in default under this section and the termination shall be effective on the date of receipt of the termination notice. Where the University terminates this Agreement acting under this section 10, any assignment, transfer, conveyance or licensing of the Project Intellectual Property shall be immediately null and void and of no effect as if it had never taken place. Any agreement entered into by the Inventor and any Nominee or other Legal Person involving the Project Intellectual Property shall make reference to this section 10 and include it as a binding obligation. 10.2 This Agreement may otherwise be terminated by either party in the event of default upon thirty (30) days written notice to the defaulting party. Such termination occurs where a party has defaulted or failed to comply with the terms of this Agreement and, following receipt by the defaulting party of a written notice of default, has failed to cure any such default within that period of thirty (30) days. 10.3 The provisions relating to confidentiality, dispute resolution and all waivers shall survive the expiry or termination of this Agreement.

  • Underutilization and Termination with Liability If Customer's Total Service Charges do not reach the AVC, in any contract year during the Initial Term; Customer shall pay an “Underutilization Charge” equal to 50% of the unmet AVC. If Customer’s Total Service Charges do not reach the AVC in any contract year because the Agreement is terminated early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge” equal to 50% of the unmet AVC plus a pro rata portion of any credits received by Customer.

  • Term and Termination of Agreement This Agreement shall terminate upon the earlier of termination of the Advisory Agreement or on expiration of the Expense Limit Period. The obligation of the Adviser under Section 1 of this Agreement and of the Trust under Section 2 of this Agreement shall survive the termination of the Agreement solely as to expenses and obligations incurred prior to the date of such termination.

  • Duration and Termination This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

  • 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.

  • Term and Termination of the Agreement 9.1. The Agreement shall enter into force upon its signing by the Parties and shall remain in full force and effect until the Parties have fully and properly fulfilled their obligations (including, unequivocally in the case the term of any other agreement associated with the Agreement exceeds the term of the Agreement). 9.2. In the cases and under the conditions stipulated by the Agreement and/or Legislation, it is possible to terminate the Agreement before expiration of its term in whole or in part:

  • Duration and Termination of the Agreement This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

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