Termination; Assignment; Amendment Sample Clauses

Termination; Assignment; Amendment. This Agreement may be terminated at any time by either party giving to the other at least thirty (30) days' prior written notice of such termination. Fees paid in advance of the effectiveness of the termination will be prorated to the date of termination specified in the notice of termination, and any unearned portion thereof will be refunded to the Client. No assignment, as that term is defined in the Advisers Act, shall be made by the Adviser without the written consent of the Client. No assignment shall be deemed to result from changes in the directors, officers or employees of the Adviser except as may be provided in the Advisers Act. The Adviser agrees that it will notify the Client of any change in the membership of the general partners of the Adviser within a reasonable time after such change. This Agreement may be amended or modified at any time by mutual agreement in writing.
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Termination; Assignment; Amendment. This Agreement may be terminated at any time by the Client in respect of its Investment Account by giving to the Adviser at least thirty (30) days' prior written notice of such termination. This Agreement may be terminated at any time by the Adviser in respect of the Investment Account by giving to the Client at least thirty (30) days' prior written notice of such termination. Fees paid in advance of the effectiveness of the termination will be prorated to the date of termination specified in the notice of termination, and any unearned portion thereof will be refunded to the Client. No assignment, as that term is defined in the Advisers Act, shall be made by the Adviser without the written consent of the Client. No assignment shall be deemed to result from changes in the directors, officers or employees of the Adviser except as may be provided in the Advisers Act. The Adviser agrees that it will notify the Client of any change in the membership of the general partners of the Adviser within a reasonable time after such change. This Agreement may be amended or modified at any time by mutual agreement of the Client and the Adviser in writing.
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Termination; Assignment; Amendment. (a) In addition to the automatic termination of this Agreement specified in Section 1(b) of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days’ prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party’s designated person at the addresses shown herein. (b) This Agreement shall terminate immediately upon the appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. (c) The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Strategas. (d) This Agreement shall be binding upon and inure to the benefit of each party and its respective successors and permitted assigns. No party hereto may assign either this Agreement or any of its rights or obligations hereunder without the prior written approval of the other party hereto; provided, however, Strategas may, at any time and without the prior written approval of any other party, assign its duties, rights or obligations under this Agreement (i) to any person controlling, controlled by or under common control with Strategas; (ii) in connection with a conversion, merger or transfer of substantially all of its assets or business, by operation of law or otherwise; or (iii) to Alaia Securities, LLC, or an entity controlling, controlled by or under common control with Alaia Securities, LLC (“ASL”), on notice by ASL to Strategas that ASL has become: (x) a duly registered broker-dealer under the 1934 Act; (y) a member in good stand...
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Termination; Assignment; Amendment. This Agreement shall become effective as of the date indicated on page 1. This Agreement shall terminate automatically in the event of its “assignment,” as defined in Section 2(a)(4) of the 1940 Act. Either party may terminate this Agreement for any reason upon not less than sixty (60) days’ written notice to the non-terminating party. We may also terminate this Agreement, as to a Dimensional Fund, at any time (without the payment of any penalty) upon instruction by a majority of the Independent Directors, as defined in the Rule 12b-1 plans, or pursuant to a vote of a majority of the outstanding voting securities of such Dimensional Fund on not more than sixty (60) days’ written notice to you, as provided in Rule 12b-1 under the 1940 Act. This Agreement and any amendments hereto shall not be amended, except by written instrument executed by all parties. Except as provided in Sections 3(m) and 6 of this Agreement, this Agreement contains the entire agreement between the parties and supersedes all prior agreements or understandings between the parties relating to the same subject matter.
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Termination; Assignment; Amendment 
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Related to Termination; Assignment; Amendment

  • Term and Termination; Assignment; Amendment (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. (f) The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

  • Assignment; Amendment This Agreement may not be assigned by any party hereto without the prior express written consent of all other parties. This Agreement may not be amended except by the express written consent of all parties hereto.

  • Modification; Assignment No amendment or other modification, rescission, release, or assignment of any part of this Agreement shall be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties hereto.

  • Term of Agreement; Amendment; Assignment A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval. B. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.” C. As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act. D. Sections 7 and 8 shall survive termination of this Agreement.

  • Amendment; Assignment This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. Except for the Management Stockholder’s right to assign his or her rights under Section 4(a) or the Company’s right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

  • Non-Assignment of Agreement The Grantee may not assign, sublicense or otherwise transfer its rights, duties or obligations under this Agreement without the prior written consent of the Division, which shall not unreasonably be withheld. The agreement transferee must demonstrate compliance with the requirements of the project. If the Division approves a transfer of the Grantee’s obligations, the Grantee shall remain liable for all work performed and all expenses incurred in connection with this Agreement. In the event the Legislature transfers the rights, duties and obligations of the Division to another governmental entity, pursuant to Section 20.06, Florida Statutes or otherwise, the rights, duties and obligations under this Agreement shall be transferred to the succeeding governmental agency as if it was the original party to this Agreement.

  • Non-Assignment PROVIDER shall neither assign its rights nor delegate its duties under this Agreement without the prior written consent of A&M System.

  • Termination Amendment Waiver 49 Section 8.1 Termination.................................................. 49 Section 8.2

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.

  • Assignment Amendments Waiver and Contract Complete 032620-FDX

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