Common use of Other Grounds for Termination Clause in Contracts

Other Grounds for Termination. (a) Either party may terminate this Agreement immediately on written notice to the other party upon the occurrence of any of the following: (i) the other party commits any material breach of this Agreement and fails to remedy such breach (if capable of remedy) within thirty (30) days of the party in breach being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach; or (ii) the other party (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under title 11 of the United States Code, as in effect from time to time, or any other liquidation, conservatorship, bankruptcy, assignment for the Global Custody Agreement - New York - January 2021 benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (C) is subject to an involuntary order for the transfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable), or (E) is the subject of a measure similar to any of the foregoing. (b) X.X. Xxxxxx may terminate this Agreement by giving not less than sixty (60) days’ prior written notice to the Customer in the event that X.X. Xxxxxx reasonably determines that either the Customer has ceased to satisfy X.X. Xxxxxx’x customary credit requirements or servicing the Customer raises reputational or regulatory concerns. (c) The Customer may terminate this Agreement immediately in the event of the Customer’s liquidation. (d) The Customer may terminate this Agreement with sixty (60) days’ prior written notice to X.X. Xxxxxx in the event of (i) a merger of Customer into, or the consolidation of Customer with, another entity, or (ii) the sale by Customer of all, or substantially all, of its assets to another entity.

Other Grounds for Termination. (a) Either party may terminate this Agreement immediately on written notice to the other party upon the occurrence of any of the following: (i) the other party commits any material breach of this Agreement and fails to remedy such breach (if capable of remedy) within thirty (30) days of the party in breach being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach; or (ii) the other party (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under title 11 of the United States Code, as in effect from time to time, or any other liquidation, conservatorship, bankruptcy, assignment for the Global Custody Agreement - New York - January 2021 benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (C) is subject to an involuntary order for the transfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable), or (E) is the subject of a measure similar to any of the foregoing.. Global Custody Agreement – New York – January 2022 (b) X.X. Xxxxxx may terminate this Agreement by giving not less than sixty (60) days’ prior written notice to the Customer in the event that X.X. Xxxxxx reasonably determines that either the Customer has ceased to satisfy X.X. Xxxxxx’x customary credit requirements or servicing the Customer raises reputational or regulatory concerns. (c) The Customer may terminate this Agreement immediately in the event of the Customer’s liquidation. (d) The Customer may terminate this Agreement with sixty (60) days’ prior written notice to X.X. Xxxxxx in the event of (i) a merger of Customer into, or the consolidation of Customer with, another entity, or (ii) the sale by Customer of all, or substantially all, of its assets to another entity.

Other Grounds for Termination. (a) Either Despite Section 7.1, if the Global Custody Agreement is terminated, either party may terminate this Agreement immediately on by giving written notice to the other party and upon giving such written notice, and if this Agreement is terminated in such manner, then the effective date of termination of this Agreement shall be the date the relevant Funds transition to a successor custodian or service provider. If such termination occurs within the first three years of the Initial Term, the Customer shall pay X.X. Xxxxxx the early termination fee under Section 7.2(b), unless the Customer terminated the Global Custody Agreement for material breach by X.X. Xxxxxx. (b) Despite Section 7.1, either party may terminate this Agreement upon notice to the other party following the occurrence of any of the following: (i) the other party commits any material breach of this Agreement and fails to remedy such breach (if capable of remedy) within thirty (30) days of the party in breach being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach; or (ii) the other party (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under title 11 of the United States Code, as in effect from time to time, or any other liquidation, conservatorship, bankruptcy, assignment for the Global Custody Agreement - New York - January 2021 benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (C) is subject to an involuntary order for the transfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable), or (E) is the subject of a measure similar to any of the foregoing; (ii) a relevant Governmental Authority withdrawing its authorization of either party; or (iii) the other party committing any material breach of this Agreement and failing to remedy such breach (if capable of remedy) within thirty (30) days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach. The Customer will not be liable to pay an early termination fee under Section 7.2 if the Customer terminates this Agreement under this Section 7.3(b). (bc) Despite Section 7.1, the Customer may terminate this Agreement upon notice to X.X. Xxxxxx without being liable to pay an early termination fee under Section 7.2 if there is a sale of all or substantially all of X.X. Xxxxxx’x fund administration services business or any other circumstance that means X.X. Xxxxxx would no longer be the service provider or contracting entity under this Agreement. (d) X.X. Xxxxxx may terminate this Agreement by giving not less than sixty (60) days’ upon prior written notice to the Customer in the event that where X.X. Xxxxxx reasonably in its reasonable opinion, determines that either the Customer has ceased to satisfy X.X. Xxxxxx’x customary credit requirements or servicing the Customer raises reputational reputation or regulatory concerns. (ce) The Customer may terminate this Agreement immediately in the event of the Customer’s liquidation. (d) The Customer may terminate this Agreement with sixty (60) days’ upon prior written notice to X.X. Xxxxxx where the Customer, in its reasonable opinion, determines that appointing X.X. Xxxxxx to provide the event of (i) a merger of Customer intoServices, or part of the consolidation of Customer withServices, another entity, raises reputation or (ii) the sale by Customer of all, or substantially all, of its assets to another entityregulatory concerns.

Other Grounds for Termination. (a) Either party may terminate this Agreement immediately on written notice to the other party upon the occurrence of any of the following: (i) the other party commits any material breach of this Agreement and fails to remedy such breach (if capable of remedy) within thirty (30) days of the party in breach being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach; or (ii) the other party (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under title 11 of the United States Code, as in effect from time to time, or any other liquidation, conservatorship, bankruptcy, assignment for the Global Custody Agreement - – New York - – January 2021 benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (C) is subject to an involuntary order for the transfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable), or (E) is the subject of a measure similar to any of the foregoing. (b) X.X. Xxxxxx may terminate this Agreement by giving not less than sixty (60) days’ prior written notice to the Customer in the event that X.X. Xxxxxx reasonably determines that either the Customer has ceased to satisfy X.X. Xxxxxx’x customary credit requirements or servicing the Customer raises reputational or regulatory concerns. (c) The Customer may terminate this Agreement immediately in the event of the Customer’s liquidation. (d) The Customer may terminate this Agreement with sixty (60) days’ prior written notice to X.X. Xxxxxx in the event of (i) a merger of Customer into, or the consolidation of Customer with, another entity, or (ii) the sale by Customer of all, or substantially all, of its assets to another entity.

Other Grounds for Termination. (a) Either party may terminate this Agreement immediately on written notice to the other party upon the occurrence of any of the following: (i) the other party commits any material breach of this Agreement and fails to remedy such breach (if capable of remedy) within thirty (30) days of the party in breach being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach; or (ii) the other party (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under title 11 of the United States Code, as in effect from time to time, or any other liquidation, conservatorship, bankruptcy, assignment for the Global Custody Agreement - New York - January 2021 benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (C) is subject to an involuntary order for the transfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable), or (E) is the subject of a measure similar to any of the foregoing. Global Custody Agreement - New York - January 2022 (iii) the relevant federal or state authority withdrawing its authorization of either party; (iv) J.X. Xxxxxx ceases to be qualified to act as custodian of a Customer under Applicable Law; (v) If a force majeure event substantially prevents performance of any services necessary for the performance of functions reasonably agreed by the parties as critical for more than three (3) consecutive business days, then the Customer may terminate all or any portion of this Agreement and the services so affected, as of a date (such date to be no earlier than three consecutive business days following the date of such agreement by the parties) specified by the Customer in a written notice of termination to J.X. Xxxxxx, in which case, J.X. Xxxxxx’x fees will be equitably adjusted as necessary to reflect the value of any remaining services; and (vi) At any time, in connection with the liquidation of the Customer or the merger of a Customer into another fund, in each case by notifying J.X. Xxxxxx in writing or other mutually agreed communication method. (b) X.X. J.X. Xxxxxx may terminate this Agreement by giving not less than sixty (60) days’ prior written notice to the Customer in the event that X.X. J.X. Xxxxxx reasonably determines that either the Customer has ceased to satisfy X.X. J.X. Xxxxxx’x customary credit requirements or servicing the Customer raises reputational or regulatory concerns. (c) . The Customer may terminate this Agreement immediately in by giving at least the event of the Customer’s liquidation. (d) The Customer may terminate this Agreement with sixty (60) days’ prior written notice to X.X. J.X. Xxxxxx in the event that the Customer reasonably determined that J.X. Xxxxxx, in the course of (i) a merger of Customer intoproviding the services, raises reputational or the consolidation of Customer with, another entity, or (ii) the sale by Customer of all, or substantially all, of its assets to another entityregulatory concerns.

Other Grounds for Termination. (a) Either party may terminate this Agreement immediately on written notice to the other party upon the occurrence of any of the following: : (i) the other party commits any a material breach of this Agreement and fails to remedy such breach (if capable of remedy) within thirty (30) days of the party in breach being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach; or or (ii) the other party (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under title 11 of the United States Code, as in effect from time to time, or any other liquidation, conservatorship, bankruptcy, assignment for the Global Custody Agreement - New York - January 2021 benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (C) is subject to an involuntary order for the transfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable), or (E) is the subject of a measure similar to any of the foregoing. ; or (iii) a relevant regulator withdrawing a relevant license from either party. The Customer will not be liable to pay an early termination fee under Section 9.1(c) if the Customer terminates this Agreement under this Section 9.2(a). (b) X.X. Xxxxxx may terminate this Agreement by giving not less than sixty (60) days’ upon prior written notice to the Customer in the event that X.X. Xxxxxx reasonably determines that either the Customer has ceased to satisfy X.X. Xxxxxx’x customary credit requirements or servicing the Customer raises reputational reputation or regulatory concerns. . 9.3 Exit Procedure (ca) The Customer may terminate On termination of this Agreement immediately in Agreement, X.X. Xxxxxx will transfer the event Financial Assets and cash of the Customer to the Customer’s liquidation. (d) The , or as the Customer may terminate this Agreement with sixty (60) days’ prior written notice directs, within a reasonable period, subject to the payment by the Customer of any outstanding fees and charges owing to X.X. Xxxxxx and any reasonable costs of the transfer. If the Customer fails to provide such details of the persons to whom X.X. Xxxxxx must deliver the Financial Assets and cash in the event of (i) a merger of Customer into, or the consolidation of Customer with, another entity, or (ii) the sale by Customer of all, or substantially all, of its assets to another entity.timely manner,