Common use of Termination, Amendment and Assignment Clause in Contracts

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 of this Agreement: Clauses: 7, 8, 12, 13 and 14. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English Law. The Parties agree that the courts of England have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the creation, validity, effect, interpretation, performance or termination of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement (including any non-contractual obligations arising out of or relating to this Agreement). A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.

Termination, Amendment and Assignment. 11.1 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 is 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 11.2 below. . 11.2 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 an Affiliate 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. . 11.3 In addition, we may terminate this Agreement immediately: (i) on the occurrence of an Insolvency Event with respect to you or any Fundyou; 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. . 11.4 If either we or you give notice to terminate this Agreement in accordance with this Clause 1211, we will use reasonable efforts to: : A. Cease submission of Transaction Reports on the effective termination date of the Agreement (“Termination Date”) or as soon as possible thereafter; and and B. Remove all Transaction Reports that we have already submitted on your behalf on the Termination Date. . 11.5 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. . 11.6 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. . 11.7 The following clauses shall survive any termination of this Agreement: Clauses: 6, 7, 811, 12, 13 12 and 14. 13. 12.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English Law. The Parties agree that the courts of England have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the creation, validity, effect, interpretation, performance or termination of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement (including any non-contractual obligations arising out of or relating to this Agreement). . 12.2 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.

Termination, Amendment and Assignment. 13.1 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. . 13.2 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. . 13.3 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. . 13.4 If either we or you give notice to terminate this Agreement in accordance with this Clause 12, we will use reasonable efforts to: : A. Cease submission of Transaction Reports on the effective termination date of the Agreement (“Termination Date”) or as soon as possible thereafter; and and B. Remove all Transaction Reports that we have already submitted on your behalf on the Termination Date. . 13.5 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. . 13.6 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. . 13.7 The following clauses shall survive any termination of this Agreement: Clauses: 7, 8, 12, 13 and 14. . 14.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English Law. The Parties agree that the courts of England have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the creation, validity, effect, interpretation, performance or termination of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement (including any non-contractual obligations arising out of or relating to this Agreement). . 14.2 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.

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 is 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 11.2 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 an Affiliate 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 Fundyou; 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 1211, 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 of this Agreement: Clauses: 6, 7, 811, 12, 13 12 and 1413. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English Law. The Parties agree that the courts of England have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the creation, validity, effect, interpretation, performance or termination of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement (including any non-contractual obligations arising out of or relating to this Agreement). A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.