Common use of TERMINATION AND SUSPENSION OF SERVICES Clause in Contracts

TERMINATION AND SUSPENSION OF SERVICES. The Agreement may be terminated by the Administrator or the Trustees giving 30 calendar days written notice (or such shorter notice as the other parties may agree to accept) to the other party whereupon the Agreement and the obligations of the parties (save as set out in clauses 3, 4, 5, 9.6 and 9.7 and in respect of antecedent breaches) shall cease and terminate. The Agreement may be terminated with immediate effect by notice in writing by either the Trustees or the Administrator in the event that:- 9.2.1 the other party commits any material breach of its obligations under the Agreement or under any other agreement between the parties; or 9.2.2 its performance or any aspect of it results, or might result, in either party breaching any legal or regulatory requirement in any applicable jurisdiction. Notwithstanding the above, in such circumstances, either party may seek to vary the Agreement to avoid such a legal or regulatory breach; or 9.2.3 the other party goes into liquidation (except for the purpose of a bona fide solvent amalgamation or re-organisation) or is declared bankrupt; or a bankruptcy petition is presented against him or a receiver or administrator is appointed in respect of it; or 9.2.4 any encumbrancer takes possession of a material part of the property of the other party or execution is levied in respect of the other party’s assets; or 9.2.5 anything analogous to any of the foregoing occurs in relation to the other under the law of any jurisdiction. The Administrator shall be entitled to terminate the Agreement with immediate effect by written notice to the Trustees in the event that: 9.3.1 sanctions are imposed on the Trustees, any officer or direct or indirect shareholder of or person otherwise connected with the Trustees in any jurisdiction in which The Administrator operates; or 9.3.2 any legal proceedings are commenced against the Trustees (including any injunction or investigation proceedings). Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring prior to termination. In the event of termination, the Administrator shall not be obliged to return all or any part of the fees and expenses paid to it hereunder (save for amounts paid on account of disbursements to be incurred). In the event of termination the Administrator and the Trustees shall each arrange that all such acts are done as may be necessary to give effect to such termination and the Trustees shall within 30 calendar days of the date of termination procure the appointment of a successor administrator and replacement officers and the Administrator shall, subject to payment of all amounts due to it, co-operate with the Trustees in relation to such appointments. Upon the termination of the Agreement, the Administrator shall deliver to the Trustees or to whom it may direct all books of account, correspondence and records relating to the affairs of the Trust which are the property of the Trustees and which are in the Administrator’s possession. For the avoidance of doubt, the Administrator shall be entitled to retain copies of all records relating to the administration of the Trust delivered to the Trustee or to whom the Trustee may direct. In any case where the Administrator is entitled to terminate the Agreement hereunder the Administrator shall be entitled, without prejudice to such right to terminate, to suspend the provision of the Services hereunder for such period and on such basis as it may determine and during such period the Administrator shall not have any duty to provide any service hereunder. The Trustees acknowledge that notwithstanding the right of the Administrator to terminate or suspend the Services in accordance herewith the Administrator (and/or its officers, agents and employees) may have continuing regulatory/fiduciary duties under applicable law. Accordingly, without prejudice to its rights, it is agreed that the Administrator shall be entitled (but not obliged) to continue to provide the Services so as to discharge such duties and shall be entitled to charge its applicable rate for the provision thereof and without prejudice to the generality hereof the Administrator reserves the right to cause the Trust to be terminated in accordance with applicable law in such circumstances. The Administrator shall not be liable for the consequences of its action pursuant to clauses 9.1, 9.2 or 9.3 and pending such transfer the Administrator may disregard directions from the Trustees. It is further agreed by the Trustees that in the event of the Administrator being entitled to act in accordance with the provisions of clauses 9.1, 9.2 or