Tennination jThis Convenfion shall remain in force until tenninated by one of the Contracting States. Either
Tennination lnstitution may terminate this Agreement at any time for its convenience. Esri or Distributor may terminate this Agreement should lnstitution reject any modifications provided by Esri or Distributor in a written amendment to this Agreement. ln the event that this Agreement is terminated by either party, lnstitution shall not be entitled to a refund of all or a partial amount of the Annual Fee(s) paid. Either party may terminate this Agreement for a material breach by the other party. The breaching party shall be given a period of thirty (30) days from the date of written notice to cure any material breach. Upon termination of this Agreement, all licenses Deployed shall also terminate. lnstitutíon shall (i) cease to access and use Online Services and clear Online Services client-side data cache and (ii) uninstall. remove, and destroy all who!e or partial copies in any form including modified copies of the Deployed Education Products (except with prior written approval by Xxxx; such approval not to be unreasonably withheld, and lnstitution may retain a copy for archive purposes only). lnstitution shall represent in writíng to Esrí or Distributor that alf copies have been destroyed. lnstitution may continue to use Rolled-ln Products following termination of this Agreement subject to compliance with the Master Agreement. with the exception of termination for lnstitution's material breach.
Tennination. The Donor has the right to terminate this Agreement if: (i) the University breaches any term of this Agreement; (ii) the Center Programs are not advancing the Center's Mission; or (iii) such action is necessary to comply with any law applicable to the University or the Donor. Such termination is effective upon the expiration of thirty days from the date notice was provided by the Donor to the University. If the Agreement is te1minated, the University shall return all unspent Contributed Amounts to the Donor within fifteen days of the Donor's request. The University is not relying on the Donor's proposed funding under this Agreement to incur any obligation or take any action or inaction.
Tennination. This Agreement shall continue in full force and effect until the first to occur of: (a) termination by any party, for any reason with respect to some or all Designated Portfolios, by three (3) months advance written notice delivered to the other parties; or (b) termination by the Company upon one month advance written notice to the Fund and the Underwriter based upon the Company’s determination that shares of the Fund are not reasonably available to meet the requirements ofthe Contracts; or (c) termination by the Company by written notice to the Fund and the Underwriter in the event any of the Shares are not registered, issued, or sold in accordance with applicable state and/or federal law or such law precludes the use of such Shares as the underlying investment media of the Contracts issued or to be issued by the Company; or (d) termination by the Fund or the Underwriter in the event that formal administrative proceedings are instituted against the Company or the broker-dealer(s) marketing the Contracts by the NASD, the SEC, the C:\NrPortb1\WO\MTHORNTO\78044.6 Insurance Commissioner, or like official of any state or any other regulatory body regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Shares; provided, however, that the Fund or the Underwriter determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or (e) termination by the Company in the event that formal administrative proceedings are instituted against the Fund or the Underwriter by the NASD, the SEC, or any state securities or insurance department, or any other regulatory body; provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund or the Underwriter to perfonn its obligations under this Agreement; or (f) termination by the Company by written notice to the Fund and the Underwriter with respect to any Designated Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M as specified in Section 6.1 hereof, or if the Company reasonably believes that such Portfolio may fail to so qualify or comply; or (g) termination by the Fund or the Underwriter by wri...
Tennination. This Agreement may be terminated and the Merger and the other transactions contemplated hereby may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Shareholder Approval or the Parent Stockholder Approval):
(a) by mutual written agreement of the Company and Parent;
(b) by either the Company or Parent, if:
(i) the Merger has not been consummated on or before December 3, 2018 (as such date may be extended pursuant to the following proviso, the "End Date"); provided that, (A) if on such date, the conditions to the Closing set forth in Section 9.02(d), Section 9.03(d), or Section 9.0l(c) (if the Applicable Law relates to the matters referenced in Section 9.02(d) or Section 9.03(dl) shall not have been satisfied, but all other conditions to the Closing shall have been satisfied (or in the case of conditions that by their terms arc to be satisfied at the Closing, shall be capable of being satisfied on such date) or waived, then the End Date shall be extended to March 3, 2019, if either the Company or Parent notifies the other party in writing on or prior to December 3, 2018 of its election to extend the End Date to March 3, 2019 and (8) ifon March 3, 20 I 9, the conditions to the Closing set forth in Section 9.02(d). Section 9.03(d), or Section 9.0l(c) (if the Applicable Law relates to the matters referenced in Section 9.02(d) or Section 9.03(d)) shall not have been satisfied, but all other conditions to the Closing shall have been satisfied (or in the case of conditions that by their terms arc to be satisfied at the Closing, shall be capable of being satisfied on such date) or waived, then the End Date shall be further extended to June 3, 2019, if Parent notifies the Company in writing on or prior to March 3, 2019 of its election to extend the End Date to June 3, 2019; provided that the right to terminate this Agreement or extend the End Date pursuant to this Section 10.0l(b)(i) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Merger to be consummated by such time;
(ii) there shall be in effect any Applicable Law enacted, adopted or promulgated after the date hereof in the U.S. that enjoins, prevents or prohibits the consummation of the Merger and, if such Applicable Law is an Order, such Order shall have become final and non-appealable; provided that the right to terminate this Agreement pursuant to this Section 10.0l(b)(ii) shall not be available to any...
Tennination. Either party may temtinate this Agreement upon thirty (30) days' notice in advance to tJ1e other pruty. Notwithstanding the expiration or tennination of this Agreement, the terms and conditions of this Agreement sh all continue to apply to any prepaid or scheduled rental period.
Tennination. This Letter of agreement may be terminated: by mutual written consent of the parties; upon execution by the parties of the Memorandum of Understanding; or upon written notice by either party prior to the Closing Date.
Tennination. 10.1 This Agreement shall terminate:
(a) at the option of any Party, with or without cause, with respect to some or all Designated Portfolios, upon six (6) months advance written notice delivered to the other Parties; provided, however, that such notice shall not be given earlier than six (6) months following the date of this Agreement; or
(b) at the option ofFGWL&A or Schwab by written notice to the other Parties with respect to any Designated Portfolio based upon FGWL&A's or Schwab's detennination that shares xx xxxx Designated Portfolio are not reasonably available to meet the requirements of the Contracts; or
(c) at the option ofFGWL&A or Schwab by written notice to the other Parties with respect to any Designated Portfolio in the event any of the Designated Portfolio's shares are not registered, issued or sold in accordance with applicable law or such law precludes the use of such shares as the underlying investment media of the Con- tracts issued or to be issued by FGWL&A; or
(d) at the option of the Fund or Adviser in the event that formal administrative proceedings are instituted against FGWL&A or Schwab by the NASD, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding FGWL&A's or Schwab's duties under thxx Xxxxement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares, if, in each case, the Fund or Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of FGWL&A or Schwab to perform its obligations under this Agreement; or
(e) at the option of FGWL&A or Schwab in the event that fonnal administrative proceedings are instituted against the Fund or the Adviser by the NASD, the SEC, or any state securities or insurance department or any other regulatory body, if FGWL&A or Schwab reasonably detennines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund or the Adviser to perfonn their obligations under this Agreement; or
(f) at the option ofFGWL&A or Schwab by written notice to the other Parties with respect to any Designated Portfolio in the event that such Portfolio fails to meet the requirements and comply with the representations and warranties specified in Article VI hereof; or
(g) at the option of FGWL&A or Schwa...
Tennination. Either party may terminate this Agreement without cause ifwritten notice of tennination is given to the other party at least thirty (30) days prior to the proposed termination date. The Donor bas the right to terminate this Agreement if: (i) the University breaches any term of this Agreement; (ii) the Program Activities are not advancing the Program's Mission; or (iii) such action is necessary to comply with any law applicable to the University or the Donor. Such termination is effective upon the expiration ofthi,ty days from the date notice was provided by the Donor to the University. If the Agreement is terminated, the University shall return all unspent Contributed Amounts to the Donor with the exception that the University may use any Contributed Amount it has received to pay the costs accrued by the University for the Postdoctoral tfellowships/Visiting Fellowships or other parts of the Program Activities. The University is not relying on the Donor's proposed funding under this Agreement to incur any obligation or take any action or inaction.
Tennination. This Amendment will tenninate upon the tennination of the Agreement.
