Common use of TERM, TERMINATION AND AMENDMENT Clause in Contracts

TERM, TERMINATION AND AMENDMENT. a. This Agreement shall become effective on the date of its execution and shall remain in full force and effect for a period of one (1) year from the effective date (the “Initial Term”) and shall automatically continue in full force and effect after the Initial Term unless and until terminated as set forth herein. b. This Agreement may be terminated (i) at any time after the expiration of the Initial Term, without cause, by provision of a written notice of termination to the other Party at least 120 days prior to the termination date, or (ii) at any time, (A) by mutual written agreement of the Parties, or (B) for “cause,” as defined below and following any applicable notice and opportunity to remedy requirements under that definition. For purposes of this Section 13, “cause” shall mean (i) a material breach (including non-payment of fees or expenses by a Trust other than by reason of a Good Faith Dispute) of this Agreement that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching Party; (ii) a final, unappealable judicial, regulatory or administrative ruling or order in which the Party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (iii) the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case against the other Party under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors. c. Upon termination of this Agreement: (1) Each Trust shall pay to the Administrator such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination; and (2) the Administrator shall reasonably cooperate with the service provider designated by the Trust in the transfer of the terminated Services to such other service provider in order to facilitate the transfer of the Services to such other service provider. d. The assistance provided by the Administrator under Section 13(c)(2) will be provided at the Trusts’ sole expense, unless this Agreement is terminated: (i) by mutual written agreement of the Parties pursuant to Section 13(b)(ii)(A), whereby the Parties will cooperate in good faith to agree to reasonable apportionment of the costs of termination expenses; or (ii) by the Administrator pursuant to Section 13(b)(i) or by the Trusts pursuant to Section 13(b)(ii)(B), in which case the reasonable costs of such assistance provided by the Administrator shall be provided at Administrator’s sole expense. e. This Agreement may be modified or amended from time to time by mutual written agreement of the Parties hereto.

TERM, TERMINATION AND AMENDMENT. a. This Agreement shall become effective on the date of its execution and shall remain in full force and effect for a period of one (1) year from the effective date (the “Initial Term”) and shall automatically continue in full force and effect after the Initial Term unless and until terminated as set forth herein. b. This Agreement may be terminated (i) at any time after the expiration of the Initial Term, without cause, by provision of a written notice of termination to the other Party at least 120 days prior to the termination date, or (ii) at any time, (A) by mutual written agreement of the Parties, or (B) for “cause,” as defined below and following any applicable notice and opportunity to remedy requirements under that definition. For purposes of this Section 13, “cause” shall mean (i) a material breach (including non-payment of fees or expenses by a Trust other than by reason of a Good Faith Dispute) of this Agreement that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching Party; (ii) a final, unappealable judicial, regulatory or administrative ruling or order in which the Party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (iii) the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case against the other Party under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors.. Information Classification: Limited Access c. Upon termination of this Agreement: (1) Each Trust shall pay to the Administrator such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination; and (2) the Administrator shall reasonably cooperate with the service provider designated by the Trust in the transfer of the terminated Services to such other service provider in order to facilitate the transfer of the Services to such other service provider. d. The assistance provided by the Administrator under Section 13(c)(2) will be provided at the Trusts’ sole expense, unless this Agreement is terminated: (i) by mutual written agreement of the Parties pursuant to Section 13(b)(ii)(A), whereby the Parties will cooperate in good faith to agree to reasonable apportionment of the costs of termination expenses; or (ii) by the Administrator pursuant to Section 13(b)(i) or by the Trusts pursuant to Section 13(b)(ii)(B), in which case the reasonable costs of such assistance provided by the Administrator shall be provided at Administrator’s sole expense. e. This Agreement may be modified or amended from time to time by mutual written agreement of the Parties hereto.