Termination and Assignment. (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
Termination and Assignment. Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party's expense, all Assets held by it hereunder to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other, duly authorized by a resolution by its Board of Directors or Trustees.
Termination and Assignment. Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party's expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other.
Termination and Assignment. (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Adviser; or (iv) by Subadviser.
(b) This Agreement may be terminated: (i) by Subadviser upon sixty days’ written notice to the Fund and Adviser if there is a material breach of this Agreement by Adviser, or (ii) by Adviser upon sixty (60) days’ notice to the Fund and Subadviser if there is a material breach of this Agreement by Subadviser; provided that, in the case of either clause (i) or (ii) immediately above being operative, such breach remains uncured for a period of 30 days after the breaching party receives written notice of such breach from the non-breaching party.
(c) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment or (ii) in the event the Advisory Contract is terminated for any reason.
(d) Termination of the appointment of Subadviser shall be without prejudice to any antecedent liability of any party hereunder (including, without limitation, any right to indemnity hereunder) and without prejudice to any provision deemed or intended to survive the termination of this Agreement including without limitation Section 4 and Section 3.
(e) Termination will not in any event affect accrued rights (including without limitation any right to receive fees, costs or other expenses pursuant to the Agreement) or existing commitments, or contractual provisions intended to survive termination, and will be without penalty or other additional payment, save that the Fund will pay any additional expenses necessarily incurred by Subadviser in terminating this Agreement, and any losses necessarily realized in concluding outstanding transactions. Sections 4 and 8.7 will also survive termination of this Agreement.
Termination and Assignment. Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other.
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Termination and Assignment. This Agreement may be terminated at any time by either party giving to the other written notice of such termination. Adviser will not accept any termination instructions, including account liquidation instructions, unless provided in writing by the Client. No assignment, as that term is defined in the Advisers Act, of the Agreement shall be made by Adviser without consent of Client.
Termination and Assignment. (a) This agreement may be terminated with respect to one or more Funds by the Trust or by the Custodian, immediately upon written notice from the Trust or the Custodian, as applicable, to the other party, if the other party fails materially to perform its obligations hereunder, and may otherwise be terminated by the Trust or by the Custodian on sixty (60) days' notice, given in writing and sent by registered mail to the Custodian or the Trust as the case may be. Upon termination of this Agreement, the Custodian shall deliver the Securities and cash in the Account of the Funds for which this Agreement has been terminated to the Trust as is designated in writing by the Trust and, in the absence of such a designation may, but shall not be obligated to, deliver them to a bank or trust company of the Custodian's own selection having an aggregate capital, surplus and undivided profits as shown by its last published report of not less than 50 million dollars ($50,000,000), the Securities and cash to be held by such bank or trust company for the benefit of the Trust under terms similar to those of this Agreement, and the Trust shall be obligated to pay to such transferee the then current rates of such transferee for services rendered by it. The Custodian may decline, however, to transfer such amount of such Securities equivalent to all fees and other sums owing by the applicable Fund to the Custodian, and the Custodian shall have a charge against and security interest in such amount until all monies owing to it have been paid or escrowed to its satisfaction.
(b) This Agreement may not be assigned by the Custodian without the consent of the Trust, authorized or approved by a resolution of the Trust's Board of Trustees.
Termination and Assignment. The obligations of the -------------------------- Existing Stockholders and Ripplewood Stockholder pursuant to this Section 4 shall be binding on any transferee of or purchaser of shares of Common Stock or all or any part of the Taubman Option from an Existing Stockholder or from the Ripplewood Stockholder or from one of their Permitted Transferees, and any subsequent transferee, except for a transferee purchasing shares in a Public Market Sale, or any subsequent transferee thereof, and an Existing Stockholder, the Ripplewood Stockholder, Permitted Transferee or any other transferee shall obtain and deliver to the FS Stockholder a written commitment to be bound by such provisions from each such transferee or Permitted Transferee prior to any Transfer. Notwithstanding the immediately preceding sentence, a Trust Transferee shall not be required to deliver the written commitment referred to in such sentence upon receipt of shares by way of distribution from the trust; provided, however, that if such Trust Transferee does not deliver such commitment within 30 days after receipt of notice from the Company requesting delivery of such documents (and referring specifically to this Agreement) (such period, the "Document Delivery Period"), the Company need not register such Transfer on its records and the Company (or its designee) shall have a repurchase right as to such shares pursuant to Section 5.1(c). The Trust shall promptly notify the Company of the occurrence of any event that would cause a distribution from the Trust. The obligations pursuant to this Section 4 shall likewise be binding on any transferee of or purchaser of shares from the FS Stockholder (and any subsequent transferee), except for a transferee purchasing shares in a Public Market Sale or any subsequent transferee thereof, or an assignee of the rights held by FS Stockholder under this Section 4, and the FS Stockholder shall obtain an undertaking by such transferee to be so bound. The obligations of the Existing Stockholders and the Ripplewood Stockholder pursuant to this Section 4, and the obligations of any such transferee and Permitted Transferee, shall continue after the consummation of an Initial Public Offering until the occurrence of a Liquidity Event. The rights of FS Stockholder under this Section 4 shall not be assignable except to a purchaser of more than 50% of the shares of Common Stock then held by FS Stockholder and its Permitted Transferees (with FSEP IV and any Permitted Transfe...
Termination and Assignment. (a) This Agreement may be terminated by the Fund at any time without payment of any penalty, by the Boards of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to the Advisor, and by the Advisor upon sixty (60) days’ written notice to the Fund. In the event of a termination, the Advisor shall cooperate in the orderly transfer of the Funds’ affairs and, at the request of the Board of Directors, transfer any and all books and records of the Fund maintained by the Advisor on behalf of the Fund.
(b) This Agreement shall terminate automatically in the event of any assignment hereof, as defined in the Investment Company Act.
