Termination, Amendment and Assignment. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon a subsequent request of the Company or the Dealer Manager. Any party may terminate this Agreement by written notice delivered pursuant to Section XVII below. Such termination shall be effective 48 hours after the mailing of such notice. This Agreement and the exhibits hereto are the entire agreement of the parties and supersede all prior agreements, if any, relating to the subject matter hereof between the parties hereto. This Agreement may be amended at any time by the Dealer Manager by written notice to Dealer, and any such amendment shall be deemed accepted by Dealer upon placing an order for sale of Shares after it has received such notice. The Dealer Manager may assign its rights, obligations and interests hereunder to a qualified assignee upon prior written notice to Dealer.
Termination, Amendment and Assignment. We reserve the right to terminate or amend this Agreement, or your access to Online Banking, at any time with any notice as may be required by law. You agree that any required notice may be sent to you electronically at your Online Banking electronic message address. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.
Termination, Amendment and Assignment. The appointment of the AP Representative, with respect to any particular Participant, is subject to the prior written consent, evidenced by this Agreement, of the Trust. That consent may be revoked, and this Agreement terminated, immediately upon prior written notice to the AP Representative and the Participants who have engaged such AP Representative by the Trust. In addition, this Agreement may be terminated at any time by the AP Representative upon sixty days prior written notice to the Trust and may be terminated earlier by either Party at any time in the event of a breach by the other Party of any provision of this Agreement. Provided, however, that if the AP Representative is the only entity acting as an AP Representative for Participants with respect to any Fund, the AP Representative shall continue in its capacity in respect to partial and full in-kind Orders to the Fund, and remain a party to this Agreement, until such time as the Trust has consented to the appointment of another AP Representative, as evidenced by a separate AP Representative Confidentiality and Undertaking Agreement between the Trust and such replacement AP Representative. This Agreement may not be assigned by any Party, except in connection with the sale of all or substantially all of such Party’s business to another person. This Agreement supersedes any prior such agreement of the same subject matter between the Parties. This Agreement may not be amended except by a writing signed by the Parties. This Agreement is subject to the terms and conditions of the exemptive and regulatory relief provided to the Trust by the SEC, including without limitation the ActiveShares® Exemptive Order.
Termination, Amendment and Assignment. (a) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by vote of the Fund’s Board, by vote of a majority of those members of such Board who are not “interested persons” of the Fund as defined in the 1940 Act, or by vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to You and us.
(b) Notwithstanding subparagraphs 14(a) and 15(b), each party hereto has the right to terminate this Agreement without penalty upon 30 days’ notice to the other party; provided, however, that termination shall not affect any party’s obligations hereunder with respect to any transactions or activities occurring prior to the effective time of termination.
(c) Upon termination of this Agreement, ongoing trail commissions and/or shareholder servicing fees shall no longer accrue or be paid to You.
(d) We reserve the right to amend this Agreement in any respect effective on notice to You and Your placing of an order after the effective date of any such amendment shall constitute Your acceptance thereof. Each notice of amendment required by this paragraph shall be provided by electronic communication (i.e. email) or given in writing and delivered personally or mailed by certified mail or overnight courier service or sent by facsimile to the address identified herein or such other address as You may by written notice provide.
(e) This Agreement will terminate automatically in the event of its assignment. This Agreement will terminate automatically with respect to the Fund in the event that the Distribution Agreement or Plan is terminated.
(f) The indemnification provisions contained in this Agreement shall survive the termination of this Agreement.
Termination, Amendment and Assignment. Dealer will suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Any party may terminate this Agreement by written notice. Such termination shall be effective 48 hours after the mailing of such notice. This Agreement and the exhibits hereto are the entire agreement of the parties and supersede all prior agreements, if any, relating to the subject matter hereof between the parties hereto. This Agreement may be amended at any time by the Dealer Manager by written notice to Dealer, and any such amendment shall be deemed accepted by Dealer upon placing an order for sale of Shares after he has received such notice. This Agreement may not be assigned by either party, except with the prior written consent of the other party. This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and permitted assigns.
Termination, Amendment and Assignment. We have the right to amend the terms of our reporting service or this Agreement from time to time as and when required by changes in reporting requirements, systems or processes (whether ours or those of any third party) or for any other reason if we, in our sole discretion, determine it necessary or desirable. We will notify you by email or otherwise in writing of any such amendments as may, in our reasonable opinion, be required but you agree that your consent is not required to give effect to such amendments. If you do not accept any of these amendments, you may exercise your right to terminate the Agreement pursuant to Clause 12.2 below. We may terminate this Agreement at any time upon the giving of not less than 6 (six) weeks’ prior written notice and you may terminate this Agreement, or remove a Fund from Annex 1, at any time on the giving of not less than 5 (five) business days’ prior written notice or, in either case, sooner if pursuant to legal or regulatory requirement. In addition, we may terminate this Agreement immediately: (i) on the occurrence of an Insolvency Event with respect to you or any Fund; or (ii) if, in our opinion you are in material breach of your obligations under this Agreement, any other agreement between you and any Fund and any of us or of any rules or regulations of any regulatory authority or applicable law that materially affect your ability to perform your obligations under this Agreement. If either we or you give notice to terminate this Agreement in accordance with this Clause 12, we will use reasonable efforts to: Cease submission of Transaction Reports on the effective termination date of the Agreement (“Termination Date”) or as soon as possible thereafter; and Remove all Transaction Reports that we have already submitted on your behalf on the Termination Date. You acknowledge and accept that if we remove any Transaction Reports from a Relevant Trade Repository following termination of this Agreement, it is your responsibility to ensure that the Relevant Transactions are re-reported to a trade repository as soon as possible thereafter. You may not transfer this Agreement or any interest in or under it to any third party without our prior written consent. We may transfer this Agreement to an affiliate of any one of us or pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all of the assets of any of us to another entity. The following clauses shall survive any ...
Termination, Amendment and Assignment. Without limiting anything set forth in subsection 5.4(B) (Required Use of Specified Significant Subcontractors), unless the DBOM Contractor has, at its earliest practicable opportunity, submitted to the BWS notice of the proposed course of action (and any relevant documentation), the DBOM Contractor shall not: Board of Water Supply, City and County of Honolulu Kalaeloa Seawater Desalination Facility Design-Build-Operate-Maintain Project Service Agreement Article 5 - Management, Labor andSubcontractors
(1) Terminate, or agree to, or permit the termination of, any Material Subcontract;
(2) Make, or agree to, or permit the making of (a) any material amendment of any Material Subcontract; or (b) any departure by any party from any material provision of any Material Subcontract; or
(3) Permit any Significant Subcontractor to assign or transfer to any person any of such Significant Subcontractor’s rights or obligations under a Material Subcontract. With respect to the Significant Subcontractors set forth in Table 5.4 of subsection 5.4(B) (Required Use of Specified Significant Subcontractors), each of the courses of action described in items (1) through (3) of this subsection, shall be subject to BWS’s written consent, which shall not be unreasonably withheld or delayed.
Termination, Amendment and Assignment. The Agreement, including all amendments thereto, may be terminated with respect to any fund at any time, without the payment of any penalty, by vote of the fund's Board, by vote of a majority of those members of such Board who are not "interested persons" of that fund as defined in the 1940 Act, or by vote of a majority of the outstanding voting securities of a fund on 60 days' written notice to You and Distributor.
Termination, Amendment and Assignment. Unless the Design-Builder has, at its earliest practicable opportunity, submitted to the City notice of the proposed course of action (and any relevant documentation) and the City has consented in writing to such course of action, such consent not to be unreasonably withheld or delayed, the Design-Builder shall not:
(1) Terminate, or agree to, or permit the termination of, any Material Subcontract;
(2) Make, or agree to, or permit the making of (a) any material amendment of any Material Subcontract; or (b) any departure by any party from any material provision of any Material Subcontract; or
(3) Permit any Material Subcontract party to assign or transfer to any person any of such Material Subcontract party’s rights or obligations under a Material Subcontract.
Termination, Amendment and Assignment. (a) Either party hereto may terminate this Agreement at any time by giving written notice to the other.
(b) This Agreement may be amended at any time by a written document signed by the parties without the need of executing an entirely new Agreement in revised form.
(c) No assignment (as defined in the Investment Advisers Act of 1940 and the rules and regulations thereunder) of this Agreement shall be made by the Investment Manager without the written consent of the Client.
