Termination 10. .1. This Agreement shall terminate:
Termination 10. 1. This Agreement shall continue in full force and effect until the first to occur of:
Termination 10. 1. This Agreement shall terminate: (a) at the option of any party, with or without cause, with respect to some or all Portfolios, upon one (1) year advance written notice delivered to the other parties; provided, however, that such notice shall not be given earlier than one year following the date of this Agreement; or (b) at the option of Transamerica by written notice to the other parties with respect to any Portfolio based upon Transamerica's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or (c) at the option of Transamerica by written notice to the other parties with respect to any Portfolio in the event any of the Portfolio's 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 Transamerica; or (d) at the option of the Fund in the event that formal administrative proceedings are instituted against Transamerica by the National Association of Securities Dealers, Inc. ("NASD"), the Securities and Exchange Commission, the Insurance Commissioner or like official of any state or any other regulatory body regarding Transamerica's duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares, provided, however, that the Fund determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of Transamerica to perform its obligations under this Agreement; or (e) at the option of Transamerica in the event that formal administrative proceedings are instituted against the Fund or Underwriter by the NASD, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, provided, however, that Transamerica 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 Underwriter to perform its obligations under this Agreement; or (f) at the option of Transamerica by written notice to the Fund and the Underwriter with respect to any Portfolio if Transamerica reasonably believes that the Portfolio may fail to meet the Section 817(h) diversification requirements or Subchapter M qualifications specified in Article VI hereof; or (...
Termination 10. 1. This Agreement shall continue in full force and effect until the first to occur of: (a) termination by any party for any reason by sixty (60) days advance written notice delivered to the other parties; or (b) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or (c) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event any of the Portfolio's 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 Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; or (e) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Article VI hereof; or (f) termination by either the Fund or the Underwriter by written notice to the Company, if either one or both of the Fund or the Underwriter respectively, shall determine, in their sole judgment exercised in good faith, that the Company and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (g) termination by the Company by written notice to the Fund and the Underwriter, if the Company shall determine, in its sole judgment exercised in good faith, that either the Fund or the Underwriter has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or 17
Termination 10. 1 Except as stated in Article 4.6(a)(iii), this Agreement may be terminated by either party in the event the other substantially fails to perform or otherwise substantially breaches any of its obligations under this Agreement by giving written notice of its intent to terminate and stating the grounds for termination. The party receiving the notice shall have three (3) months from the date of receipt of the notice to cure the failure or breach. In the event it is cured, the notice shall be of no effect. In the event it is not cured, this Agreement then shall, without any further action, terminate at the end of such three (3) month period. If the failure to perform or other breach is due to circumstances covered under Article 13.8 below, then this subsection shall not apply until such circumstances have ceased.
Termination 10. 1. This Agreement shall continue in mil force and effect until the first to occur of: (a) termination by any party for any reason by sixty (60) days advance written notice delivered to the other parties; or (b) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or
Termination 10. 1 This Agreement shall terminate: (a) at the option of any party, upon one year advance written notice to the other parties; provided, however such notice shall not be given earlier than one year following the date of this Agreement; or (b) at the option of the Company, to the extent that shares of Portfolios are not reasonably available to meet the requirements of the Contracts as determined by the Company, provided, however that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt notice of the election to terminate for such cause shall be furnished by the Company; or (c) at the option of the Fund, in the event that formal administrative proceedings are instituted against the Company by the National Association of Securities Dealers, Inc. ("NASD"), the Securities and Exchange Commission, the Insurance Commissioner or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, with respect to the operation of any Account, or the purchase of the Fund shares, provided, however that the Fund 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 (d) at the option of the Company, in the event that formal administrative proceedings are instituted against the Fund or the Underwriter by the NASD, the Securities and Exchange Commission, 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 Underwriter to perform its obligations under this Agreement; or
Termination 10. 1 If either party shall default in the performance of its obligations under this AGREEMENT, the non-defaulting party may give written notice to the other party, specifying the nature of the default and, if such default is not remedied within thirty (30) calendar days of such notice, then the non-defaulting party shall have the right, in its sole discretion either to immediately terminate this AGREEMENT or any or all ORDER(s) or suspend the performance of the same until such default is remedied. Termination under this SECTION shall relieve and release the terminating party from any further liabilities and obligations hereunder except any liabilities or obligations that accrued prior to the effective date of such termination. 10.2 MERCK may terminate this AGREEMENT or any or all ORDER(s) effective immediately, upon written notice to SUPPLIER if SUPPLIER shall become the subject of any receivership proceeding, voluntary or involuntary, bankruptcy, insolvency, reorganization, liquidation, or assignment for the benefit of creditors. Termination under this SECTION shall relieve and release MERCK from any further liabilities and obligations arising under this AGREEMENT or ORDER(s), as the case may be, except any liabilities or obligations that accrued prior to the effective date of such termination and any non-cancelable liabilities or obligations that accrue after termination.
Termination 10. 1. Termination of the Agreement shall be in accordance with the rules applicable law, treaty or other agreements between the Parties relating to the Treaty. 10.2. Agent has the right to terminate the contract in the following cases: a) if obtained the consent of the Principal; b) if other circumstances occur (events), are not explicitly stipulated in the Contract, but restrict the ability of the agent to perform its obligations or otherwise impeding the execution of the Contract. 10.3. The Principal has the right to terminate the contract in the following cases: a) if the agreement with the Agent; b) if the obligations under this Agreement are not fulfilled by the Agent . 10.4. The party applying for early termination of the Agreement on the grounds provided in this Article, shall notify the other Party not later than thirty (30) days prior to the commencement of the termination. Article 11.
Termination 10. 1 This agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof, or in the case of a force majeure event such as terrorism, act of war, public health or other emergency. Such termination shall not be effective if such substantial failure or force majeure has been remedied before expiration of the period specified in the written notice. In the event of termination, UES shall be paid for services performed to the termination notice date plus reasonable termination expenses.
