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.
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. 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.
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. (a) This Agreement may be terminated by the Funds at any time without payment of any penalty, by the Boards of Directors of the Funds or by vote of a majority of the outstanding voting securities of the Funds, upon sixty (60) days’ written notice to the Advisor, and by the Advisor upon sixty (60) days’ written notice to the Funds. 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 Funds maintained by the Advisor on behalf of the Funds.
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).
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Termination and Assignment of this Agreement shall be as follows:
