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. This agreement may be terminated by the Fund or the Custodian, immediately upon written notice from the Fund 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 Fund or by the Custodian on not less than ninety (90) days' notice, given in writing and sent by registered mail to the Custodian or the Fund as the case may be. Upon termination of this Agreement, the Custodian shall deliver the Securities and cash in the account of the Fund to such entity as is designated in writing by the Fund 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 Fund under terms similar to those of this Agreement and the Fund to be obligated to pay to such transferee the then current rates of such transferee for services rendered by it; provided, however, that the Custodian may decline to transfer such amount of such Securities equivalent to all fees and other sums owing by the Fund to the Custodian, and the Custodian shall have a charge against and security interest in such amount until all moneys owing to it have been paid, or escrowed to its satisfaction. This Agreement may not be assigned by the Custodian without the consent of the Fund, authorized or approved by a resolution of the Fund's Board of Trustees.
Termination and Assignment of this Agreement shall be as follows:
(a) Lender may terminate this Agreement by providing notice to Company, Servicer and Bank that all of Company’s obligations which are secured by Checks and the Account are paid in full. Lender may also terminate or it may assign this Agreement upon 30 day’s prior written notice to Company, Servicer and Bank. Bank may terminate this Agreement upon 30 days’ prior written notice to Company, Servicer and Lender. Neither Company nor Servicer may terminate this Agreement or the Lockbox Service except with the written consent of Lender and upon prior written notice to Bank.
(b) Notwithstanding subsection 10(a), Bank may terminate this Agreement at any time by written notice to Company, Servicer and Lender if either Company or Lender breaches any of the terms of this Agreement, or any other agreement with Bank.
(a) Each party represents and warrants to the other parties that (i) this Agreement constitutes its duly authorized, legal, valid, binding and enforceable obligation; (ii) the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereunder will not (A) constitute or result in a breach of its certificate or articles of incorporation, by-laws or partnership agreement, as applicable, or the provisions of any material contract to which it is a party or by which it is bound or (B) result in the violation of any law, regulation, judgment, decree or governmental order applicable to it; and (iii) all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained.
(b) The parties each agree that it shall be deemed to make and renew each representation and warranty in subsection 11(a) on and as of each day on which Company uses the services set forth in this Agreement.
(a) This Agreement may be amended only by a writing signed by Company, Servicer, Lender and Bank; except that Bank’s charges are subject to change by Bank upon 30 days’ prior written notice to Company.
(b) This Agreement may be executed in counterparts; all such counterparts shall constitute but one and the same agreement.
(c) This Agreement controls in the event of any conflict between this Agreement and any other document or written or oral statement. This Agreement supersedes all prior understandings, writings, proposals, representations and communications, oral or written, of any party relat...
Termination and Assignment. The rights provided to -------------------------- each of the Stockholders under this Section 2 shall terminate upon the later to occur of (i) the 180th day after the consummation of an Initial Public Offering and (ii) such time as less than 50% of the outstanding Common Stock is held by the Stockholders and their Permitted Transferees (the later of such times described in clauses (i) or (ii) referred to herein as a "Liquidity Event"). A Stockholder's rights under this Section 2 will terminate after such Stockholder has transferred a number of Voting Securities which represents 50% or more of the number of Voting Securities (including the Common Stock purchasable upon exercise of Existing Stockholders' options to acquire Voting Securities under the Taubman Option and as appropriately adjusted for any stock split, recapitalization or similar transaction) held by such Stockholder on the date hereof other than transfers to a Permitted Transferee or permitted assignee. For purposes of the immediately preceding sentence (i) Ripplewood Partners and Ripplewood Employee Fund shall be deemed to be one Stockholder and (ii) the Existing Stockholders shall be deemed to be one Stockholder. The rights granted under this Section 2 shall not be assignable; provided, however that a Stockholder may assign its rights under this Section 2 relating to the shares which it is then transferring to a Permitted Transferee or any purchaser in a private transaction of more than 25% of the shares of Common Stock then held by such Stockholder (with (i) Ripplewood Partners and Ripplewood Employee Fund and (ii) the Existing Stockholders, each considered collectively for this purpose).