Special Terms Terms defined in this Schedule 1 shall have the same meanings when used throughout this Agreement. In the event of any conflict between the terms set out in the various Schedules, the Schedules shall prevail in the order in which they appear in the Agreement. For the purposes of the provision of the Services and any Goods, the terms of this Agreement shall prevail over any other terms and conditions issued by the British Council (whether on a purchase order or otherwise).
Special Termination A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.
Extended Term Tenant shall have the option to extend the Term for two (2) consecutive five (5) year periods (the "FIRST EXTENDED TERM" and "SECOND EXTENDED TERM", respectively) on all the terms and conditions contained in this Lease including, without limitation, continuation of the adjustment of the Base Rent on an annual basis as provided in Section 3.3 below (provided only that upon commencement of the First Extended Term the only remaining option to extend the Term shall be the Second Extended Term and upon exercise of the option with respect to the Second Extended Term, no further right to extend the Term shall exist). Tenant shall deliver, if at all, written notice of its exercise of the option ("OPTION NOTICE") to Landlord at least six (6) months but not more than one (1) year before the expiration of the Term or First Extended Term, as the case may be. In the event Tenant fails to deliver the applicable Option Notice within the time allowed, Landlord shall deliver written notice to Tenant of Tenant's failure to deliver the Option Notice, and Tenant shall then have thirty (30) days from receipt of such notice within which to deliver the Option Notice, if at all, to Landlord. In the event (and only in the event) that, Tenant fails to deliver an Option Notice to Landlord within such thirty (30) days, Tenant shall be considered to have elected not to extend the Term of this Lease and thereafter, Tenant shall have no further right to extend the Term of this Lease. References in this Lease to the "Term" shall include the initial Term of fifteen (15) years and shall, in addition, include the First Extended Term and the Second Extended Term, if applicable.
Initial Term The initial term will begin on the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later.
Renewal Term If not sooner terminated, this Agreement shall renew at the end of the Initial Term and shall thereafter continue for successive annual periods, provided such continuance is specifically approved at least annually (i) by the Fund’s Board of Trustees or (ii) by a vote of a majority of the outstanding voting securities of the relevant portfolio of the Fund, provided that in either event the continuance is also approved by the majority of the Trustees of the Fund who are not interested persons (as defined in the 0000 Xxx) of any party to this Agreement by vote cast in person at a meeting called for the purpose of voting on such approval. If a plan under Rule 12b-1 of the 1940 Act is in effect, continuance of the plan and this Agreement must be approved at least annually by a majority of the Trustees of the Fund who are not interested persons (as defined in the 0000 Xxx) and have no financial interest in the operation of such plan or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on such approval.
Material Term (1) The Parties acknowledge that the bar orders, waivers, renunciations of solidarity and reservations of rights contemplated in this Section shall be considered a material term of the Settlement Agreement and the failure of any Court to approve the bar orders, waivers, renunciations of solidarity and reservations of rights contemplated herein shall give rise to a right of termination pursuant to Section 5.1 of the Settlement Agreement.
Original Term The weighted average original term for the Receivables is at least 65 months.
Basic Term Subject to earlier termination in accordance with subsection 6(b) below, the exercise period of this option shall expire ten (10) years after the date it is granted.
Renewal Contract Term Upon mutual written agreement, the Parties may renew this Contract, in whole or in part, for a Renewal Term not to exceed the Initial Contract Term, pursuant to the incorporated Special Contract Conditions.
Agreement Term This Agreement commences on the Effective Date and continues until terminated in compliance with this Clause.