Term; Termination; Amendment; Assignment; Complete Agreement Sample Clauses
This clause defines the duration of the agreement, the conditions under which it can be terminated, and the procedures for making changes or transferring rights under the contract. It typically specifies how long the contract will last, the process for either party to end the agreement early, the requirements for amending any terms (such as requiring written consent), and whether either party can assign their rights or obligations to another entity. Additionally, it states that the written contract represents the entire agreement between the parties, superseding any prior discussions or understandings. The core function of this clause is to provide clear boundaries and procedures for the contract’s operation, modification, and conclusion, thereby reducing ambiguity and potential disputes.
Term; Termination; Amendment; Assignment; Complete Agreement. (a) If you are to receive fees from us pursuant to a Fund’s Plan, this subsection (a) shall apply with respect to such Fund. This Agreement shall continue so long as it is approved at least annually by the Fund's Board of Directors or Trustees. Such continuance must be approved specifically at least annually by a vote of a majority of (i) the Fund's Board of Directors or Trustees and (ii) directors or trustees who are not "interested persons" (as defined in the 1▇▇▇ ▇▇▇) of the Fund and have no direct or indirect financial interest in this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, at any time, by a majority of the Fund's directors or trustees who are not "interested persons" (as defined in the 1▇▇▇ ▇▇▇) and have no direct or indirect financial interest in this Agreement or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days' notice to you. Notwithstanding anything contained herein, if you fail to perform the shareholder servicing and administrative and/or distribution functions contemplated herein, this Agreement shall be terminable by us as to any or all of the Funds effective upon receipt of notice thereof by you. This Agreement also shall terminate automatically in the event of its “assignment” (as defined in the 1940 Act).
(b) Notwithstanding Section 17(a) above, this Agreement may be terminated: (i) at any time by either party hereto upon fifteen (15) days' prior written notice to the other party, (ii) by us as to any or all Funds immediately, without penalty, if the present investment adviser of such Fund(s) ceases to serve the Fund(s) in such capacity, (iii) by us if we cease to act as distributor of such Fund(s) or (iv) as otherwise provided in this Agreement.
(c) This Agreement, and any exhibits hereto, may be amended by us upon written notice to you, and such amendment shall be deemed accepted by you upon the placement of any order for the purchase of Fund shares or the acceptance of a fee payable under this Agreement after the effective date of any such amendment.
(d) This Agreement constitutes the entire agreement and understanding between the parties hereto relating to the subject matter hereof and supersedes any and all prior agreements between the parties hereto relating to the subject matter hereof.
Term; Termination; Amendment; Assignment; Complete Agreement. (a) If you are to receive fees from us pursuant to a Fund’s Plan, this paragraph shall apply with respect to such Fund. This Agreement shall continue so long as it is approved at least annually by the Fund's Board of Directors or Trustees. Such continuance must be approved specifically at least annually by a vote of a majority of (i) the Fund's Board of Directors or Trustees and (ii) directors or trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund and have no direct or indirect financial interest in this Agreement, by vote cast in person at a meeting called for the purpose of voting on such