Common use of Obligations Related to Termination Clause in Contracts

Obligations Related to Termination. (a) If the Agreement is terminated because of a material breach on the part of the Company or because of the liquidation of a Portfolio, the Trust may redeem the Portfolio shares held by the Variable Separate Accounts on the effective date of termination of this Agreement. (b) In the case of a liquidation of a Portfolio by the Trust, the Trust will provide not less than six (6) months’ advance written notice to the Company of the date of such liquidation, and, during the time prior to liquidation, the Trust will cooperate reasonably with the Company in effecting a transfer of assets to another underlying trust pursuant to either an exchange offer, an order issued by the SEC permitting substitution (“Substitution Order”), a no-action letter issued by the SEC, or other legal and appropriate means. (c) If the Agreement is terminated with respect to any Portfolio for any reason except as contemplated by subparagraph (a) of this Paragraph 20, the Trust shall, at the Company’s option and pursuant to the terms and conditions of this Agreement, continue to make available additional shares of such Portfolio and redeem shares of such Portfolio for any or all Contracts existing on the effective date of termination of this Agreement, provided that such further sales are not prohibited by law, regulation, action by applicable regulatory body, or action by the Board. (d) If the Trust terminates this Agreement for any reason other than a material breach on the part of the Company, or if the Company terminates this Agreement because of a material breach on the part of the Trust or because the Trust’s sale of its shares is not in accordance with applicable federal law, the Trust shall reimburse the Company for its expenses in effecting a substitution of other securities for shares of any Portfolio affected by such termination. For purposes of this subparagraph 20(d), such expenses shall include the cost incurred in the preparation and filing of any necessary application with the SEC under Section 26(c) of the 1940 Act to obtain a Substitution Order from the SEC or such other legal and appropriate means of replacing the Portfolio, the cost of providing notices to Contract owners, and the cost of any brokerage expenses of a Portfolio and a replacement trust that the Company would be required to bear in connection with such substitution or such other means, provided that reimbursement of the Company by the Trust for such expenses is consistent with the terms of the Substitution Order and any other outstanding and effective orders issued by the SEC to the Trust or the Company or any of their predecessors or affiliates to permit operations of the Trust or operations of the Company in conjunction with the Trust or such other means.

Obligations Related to Termination. (a) If the Agreement is terminated because of a material breach on the part of the Company or because of the liquidation of a Portfolio, the Trust may redeem the Portfolio shares held by the Variable Separate Accounts on the effective date of termination of this Agreement. (b) In the case of a liquidation of a Portfolio by the Trust, the Trust will provide not less than six (6) months’ advance written notice to the Company of the date of such liquidation, and, during the time prior to liquidation, the Trust will cooperate reasonably with the Company in effecting a transfer of assets to another underlying trust pursuant to either an exchange offer, an order issued by the SEC permitting substitution (“Substitution Order”), a no-action letter issued by the SEC, or other legal and appropriate means. (c) If the Agreement is terminated with respect to any Portfolio for any reason except as contemplated by subparagraph Paragraph (a) of this Paragraph 20Section 13, the Trust shall, at the Company’s option and pursuant to the terms and conditions of this Agreement, continue to make available additional shares of such Portfolio and redeem shares of such Portfolio for any or all Contracts existing on the effective date of termination of this Agreement, provided that such further sales are not prohibited by law, regulation, action by applicable regulatory body, or action by the Board. (d) If the Trust terminates this Agreement for any reason other than a material breach on the part of the Company, or if the Company terminates this Agreement because of a material breach on the part of the Trust or because the Trust’s sale of its shares is not in accordance with applicable federal law, the Trust shall reimburse the Company for its expenses in effecting a substitution of other securities for shares of any Portfolio affected by such termination. For purposes of this subparagraph 20(dParagraph (d), such expenses shall include the cost incurred in the preparation and filing of any necessary application with the SEC under Section 26(c) of the 1940 Act to obtain a Substitution Order from the SEC or such other legal and appropriate means of replacing the Portfolio, the cost of providing notices to Contract owners, and the cost of any brokerage expenses of a Portfolio and a replacement trust that the Company would be required to bear in connection with such substitution or such other means, provided that reimbursement of the Company by the Trust for such expenses is consistent with the terms of the Substitution Order and any other outstanding and effective orders issued by the SEC to the Trust or the Company or any of their predecessors or affiliates to permit operations of the Trust or operations of the Company in conjunction with the Trust or such other means.

Obligations Related to Termination. (a) If the Agreement is terminated because of a material breach on the part of the Company or because of the liquidation of a Portfolio, the Trust may redeem the Portfolio shares held by the Variable Separate Accounts on the effective date of termination of this Agreement. (b) In the case of a liquidation of a Portfolio by the Trust, the Trust will provide not less than six (6) months’ advance written notice to the Company of the date of such liquidation, and, during the time prior to liquidation, the Trust will cooperate reasonably with the Company in effecting a transfer of assets to another underlying trust pursuant to either an exchange offer, an order issued by the SEC permitting substitution (“Substitution Order”), a no-action letter issued by the SEC, or other legal and appropriate means. (c) If the Agreement is terminated with respect to any Portfolio for any reason except as contemplated by subparagraph (a) of this Paragraph 20, the Trust shall, at the Company’s option and pursuant to the terms and conditions of this Agreement, continue to make available additional shares of such Portfolio and redeem shares of such Portfolio for any or all Contracts existing on the effective date of termination of this Agreement, provided that such further sales are not prohibited by law, regulation, action by applicable regulatory body, or action by the Board. (d) If the Trust terminates this Agreement for any reason other than a material breach on the part of the Company, or if the Company terminates this Agreement because of a material breach on the part of the Trust or because the Trust’s sale of its shares is not in accordance with applicable federal law, the Trust shall reimburse the Company for its expenses in effecting a substitution of other securities for shares of any Portfolio affected by such termination. For purposes of this subparagraph 20(d), such expenses shall include the cost incurred in the preparation and filing of any necessary application with the SEC under Section 26(c) of the 1940 Act to obtain a Substitution Order from the SEC or such other legal and appropriate means of replacing the Portfolio, the cost of providing notices to Contract owners, and the cost of any brokerage expenses of a Portfolio and a replacement trust that the Company would be required to bear in connection with such substitution or such other means, provided that reimbursement of the Company by the Trust for such expenses is consistent with the terms of the Substitution Order and any other outstanding and effective orders issued by the SEC to the Trust or the Company or any of their predecessors or affiliates to permit operations of the Trust or operations of the Company in conjunction with the Trust or such other means.

Obligations Related to Termination. (a) If the Agreement is terminated because of a material breach on the part of the Company or because of the liquidation of a Portfolio, the Trust may redeem the Portfolio shares held by the Variable Separate Accounts on the effective date of termination of this Agreement. (b) In the case of a liquidation of a Portfolio by the Trust, the Trust will provide not less than six (6) months’ ' advance written notice to the Company of the date of such liquidation, and, during the time prior to liquidation, the Trust will cooperate reasonably with the Company in effecting a transfer of assets to another underlying trust pursuant to either an exchange offer, an order issued by the SEC permitting substitution (“"Substitution Order”"), a no-action letter issued by the SEC, or other legal and appropriate means. (c) If the Agreement is terminated with respect to any Portfolio for any reason except as contemplated by subparagraph (a) of this Paragraph 20, the Trust shall, at the Company’s 's option and pursuant to the terms and conditions of this Agreement, continue to make available additional shares of such Portfolio and redeem shares of such Portfolio for any or all Contracts existing on the effective date of termination of this Agreement, provided that such further sales are not prohibited by law, regulation, action by applicable regulatory body, or action by the Board. (d) If the Trust terminates this Agreement for any reason other than a material breach on the part of the Company, or if the Company terminates this Agreement because of a material breach on the part of the Trust or because the Trust’s 's sale of its shares is not in accordance with applicable federal law, the Trust shall reimburse the Company for its expenses in effecting a substitution of other securities for shares of any Portfolio affected by such termination. For purposes of this subparagraph 20(d), such expenses shall include the cost incurred in the preparation and filing of any necessary application with the SEC under Section 26(c) of the 1940 Act to obtain a Substitution Order from the SEC or such other legal and appropriate means of replacing the Portfolio, the cost of providing notices to Contract owners, and the cost of any brokerage expenses of a Portfolio and a replacement trust that the Company would be required to bear in connection with such substitution or such other means, provided that reimbursement of the Company by the Trust for such expenses is consistent with the terms of the Substitution Order and any other outstanding and effective orders issued by the SEC to the Trust or the Company or any of their predecessors or affiliates to permit operations of the Trust or operations of the Company in conjunction with the Trust or such other means.

Obligations Related to Termination. (a) If the Agreement is terminated because of a material breach on the part of the Company or because of the liquidation of a Portfolio, the Trust may redeem the Portfolio shares held by the Variable Separate Accounts on the effective date of termination of this Agreement. (b) In the case of a liquidation of a Portfolio by the Trust, the Trust will provide not less than six (6) months’ ' advance written notice to the Company of the date of such liquidation, and, during the time prior to liquidation, the Trust will cooperate reasonably with the Company in effecting a transfer of assets to another underlying trust pursuant to either an exchange offer, an order issued by the SEC permitting substitution (“"Substitution Order”"), a no-action letter issued by the SEC, or other legal and appropriate means. (c) If the Agreement is terminated with respect to any Portfolio for any reason except as contemplated by subparagraph (a) of this Paragraph 20, the Trust shall, at the Company’s 's option and pursuant to the terms and conditions of this Agreement, continue to make available additional shares of such Portfolio and redeem shares of such Portfolio for any or all Contracts existing on the effective date of termination of this Agreement, provided that such further sales are not prohibited by law, regulation, action by applicable regulatory body, or action by the Board. (d) If the Trust terminates this Agreement for any reason other than a material breach on the part of the Company, or if the Company terminates this Agreement because of a material breach on the part of the Trust or because the Trust’s 's sale of its shares is not in accordance with applicable federal law, the Trust shall reimburse the Company for its expenses in effecting a substitution of other securities for shares of any Portfolio affected by such termination. For purposes of this subparagraph 20(d), such expenses shall include the cost incurred in the preparation and filing of any necessary application with the SEC under Section 26(c) of the 1940 Act to obtain a Substitution Order from the SEC or such other legal and appropriate means of replacing the Portfolio, the cost of providing notices to Contract owners, and the cost of any brokerage expenses of a Portfolio and a replacement trust that the Company would be required to bear in connection with such substitution or such other means, provided that reimbursement of the Company by the Trust for such expenses is consistent with the terms of the Substitution Order and any other outstanding and effective orders issued by the SEC to the Trust or the Company or any of their predecessors or affiliates to permit operations of the Trust or operations of the Company in conjunction with the Trust or such other means. 21. Notwithstanding any other provisions of this Agreement, the obligations of the Trust hereunder are not personally binding upon any of the trustees, shareholders, officers, employees or agents of the Trust; resort in satisfaction of such obligations shall be had only to the assets and property of the Trust and not to the private property of any of such Trust's trustees, shareholders, officers, employees or agents.