Limit on Termination. Notwithstanding the termination of this Agreement with respect to any or all Funds, for so long as any Contracts remain outstanding and invested in a Fund each Party to this Agreement shall continue to perform such of its duties under this Agreement as are necessary to ensure the continued tax deferred status thereof and the payment of benefits thereunder, except to the extent proscribed by law, the SEC or other regulatory body. Notwithstanding the foregoing, nothing in this Section 12.5 obligates a Fund to continue in existence. In the event that any Fund elects to terminate its operations, the Company shall, as soon as practicable, obtain an exemptive order or order of substitution from the SEC to remove all Owners from the applicable Fund.
Limit on Termination. Notwithstanding the termination of this Agreement with respect to the Fund, for so long as any Contracts remain outstanding and Invested in the Fund each Party hereto shall continue to perform such of its duties hereunder as are necessary to ensure the continued tax deferred status thereof and the payment of benefits thereunder, except to the extent proscribed by law, the SEC or other regulatory body. Notwithstanding the foregoing, nothing in this Section 12.5 obligates the Fund to continue in existence. In the event that the Fund elects to terminate its operations, the Company shall, as soon as practicable, obtain an exemptive order or order of substitution from the SEC to remove all Owners from the Fund.
Limit on Termination. Notwithstanding the termination of this Agreement, for so long as any Contracts remain outstanding and invested in a Designated Portfolio each Party hereto shall continue to perform such of its duties hereunder as are necessary to ensure the continued tax deferred status thereof and the payment of benefits thereunder, except to the extent proscribed by law, the SEC or other regulatory body.
Limit on Termination. Notwithstanding the termination of this Agreement with respect to any or all Funds, for so long as any Contracts remain outstanding and invested in a Fund each Party to this Agreement shall continue to perform such of its duties under this Agreement as are necessary to ensure the continued tax deferred status thereof and the payment of benefits thereunder, except to the extent proscribed by law, the SEC or other regulatory body. Notwithstanding the foregoing, nothing in this Section 12.5 obligates a Fund to continue in existence. In the event that any Fund elects to terminate its operations, the Company shall, as
Limit on Termination. Notwithstanding anything to the contrary set forth in this Agreement, neither Party may terminate this Agreement or the provision of any Service unless all of the Manager MSAs have terminated.
Limit on Termination. Notwithstanding the termination of this Agreement with respect to any or all Funds, for so long as any Contracts remain outstanding and invested in a Fund, each Party to this Agreement shall continue to perform such of its duties under this Agreement as are necessary to ensure the continued tax deferred status thereof and the payment of benefits thereunder and all Contracts invested in a Fund on the effective date of termination of this Agreement (an "Existing Contract") shall be permitted to reallocate investments, redeem investments or make additional purchase payments in that Fund under their Existing Contract, except to the extent proscribed by law, the SEC or other regulatory body. Notwithstanding the foregoing, nothing in this Section 12.5 obligates a Fund to continue in existence. In the event that any Fund elects to terminate its operations, the Company shall, as soon as practicable, obtain an exemptive order or order of substitution from the SEC to remove all Owners from the applicable Fund. 13.
Limit on Termination. Notwithstanding the termination of this Agreement with respect to any or all Funds, for so long as any Contracts remain outstanding and invested in a Fund each Party to this Agreement shall continue to perform such of its duties under this Agreement as are necessary to ensure the continued tax deferred status thereof and the payment of benefits thereunder, except to the extent proscribed by law, the SEC or other regulatory body. Except to the extent termination of this Agreement pursuant to Section 12.2, 12.3 or 12.4 makes it impracticable, for a period of one (1) year following the termination of this Agreement, for Contracts in effect on the effective date of such termination (the "Existing Contracts"), and based upon instructions from the Owners of the Existing Contracts, the Accounts shall be permitted to: (a) purchase additional shares of each Fund; and (b) reallocate investments among the Funds. Notwithstanding the foregoing, nothing in this Section 12.5 obligates a Fund to continue in existence. In the event that any Fund elects to terminate its operations, the Company shall, as soon as practicable, obtain an exemptive order or order of substitution from the SEC to remove all Owners from the applicable Fund. Notwithstanding any other provision in this Agreement, upon termination of this Agreement, the Accounts shall be permitted to redeem shares in the Funds based upon instructions from the Owners of Existing Contracts.
Limit on Termination. The Company shall have no right to terminate -------------------- this agreement unless Whitney shall have committed gross negligence or willful misconduct in the performance of its duties hereunder. In the event of a dispute with respect to the foregoing, the prevailing party in such dispute shall be entitled to recover its reasonable legal fees and expenses in connection therewith. Please signify your approval of this agreement by signing in the space provided below. Very truly yours, WHITNEY MEZZANINE MANAGEMENT COMPANY, L.L.C. By:/s/ --------------------------------- Name: Title: Agreed: MEDSOURCE TECHNOLOGIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chairman MedSource Technologies, Inc. 000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 October , 2000 Whitney Mezzanine Management Company, L.L.C. 000 Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Re: Whitney Management Services Agreement dated March 30, 1999 (the --------------------------------------------------------------- "Management Services Agreement") -------------------------------- Gentlemen: This will confirm our agreements as follows: In the event that MedSource Technologies, Inc. ("MedSource") proposes to effect a "Qualified IPO" (as such term is defined in the Certificate of Designation of the Company's 6.0% Cumulative Convertible Redeemable Preferred Stock, Series C) and in connection with such Qualified IPO the lead underwriter advises both MedSource and Whitney Mezzanine Management Company in writing that in the opinion of such firm the continuation of the Management Services Agreement after such Qualified IPO would adversely affect the offering and sale of the securities of MedSource in such Qualified IPO, then MedSource will have the right to terminate the Management Services Agreement upon the closing of such Qualified IPO provided that, at such closing, MedSource pays to Whitney -------- Mezzanine Management (in addition to all other fees which have accrued to Whitney Mezzanine Management under the Management Services Agreement prior to such Qualified IPO), in cash, a fee equal to 1.5 times the total fees paid and/or accrued under the Management Services Agreement for the 12 months preceding the closing. Please confirm our agreements below. Very truly yours, MEDSOURCE TECHNOLOGIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------- Agreed: WHITNEY MEZZANINE MANAGEMENT COMPANY L.L.C. By:/s/ ---------------------...
Limit on Termination. The Company shall have no right to terminate -------------------- this agreement unless KCO shall have committed gross negligence or willful misconduct in the performance of its duties hereunder. In the event of a dispute with respect to the foregoing, the prevailing party in such dispute shall be entitled to recover its reasonable legal fees and expenses in connection therewith. Please signify your approval of this agreement by signing in the space provided below. Very truly yours, XXXX & COMPANY, LLC By: /s/ Xxxxxxx X. Xxxx ----------------------------------- Name: Xxxxxxx X. Xxxx Title: Principal Agreed: MEDSOURCE TECHNOLOGIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chairman
Limit on Termination. The Company shall have no right to terminate this agreement unless L Capital shall have committed gross negligence or willful misconduct in the performance of its duties hereunder. In the event of a dispute with respect to the foregoing, the prevailing party in such dispute shall be entitled to recover its reasonable legal fees and expenses in connection therewith.
