Common use of Termination; Assignment; Amendment Clause in Contracts

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 standing of FINRA; and, to the extent necessary; (z) duly registered or otherwise qualified under the securities laws of any state or other jurisdiction. (e) This Agreement may be amended by Strategas at any time by written notice to Dealer. Dealer’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer’s acceptance of such amendment. (f) Dealer acknowledges and agrees that if Dealer terminates this Agreement, Strategas may, without liability of any kind: (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer’s account.

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 StrategasBHSI. (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 BHSI 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 StrategasBHSI; (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 BHSI that ASL has become: (x) a duly registered broker-dealer under the 1934 Act; (y) a member in good standing of FINRA; and, to the extent necessary; (z) duly registered or otherwise qualified under the securities laws of any state or other jurisdiction. (e) This Agreement may be amended by Strategas BHSI at any time by written notice to Dealer. Dealer’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer’s acceptance of such amendment. (f) Dealer acknowledges and agrees that if Dealer terminates this Agreement, Strategas BHSI may, without liability of any kind: (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer’s account.

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 StrategasCowen. (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 Cowen 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 StrategasCowen; (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 Cowen that ASL has become: (x) a duly registered broker-dealer under the 1934 Act; (y) a member in good standing of FINRA; and, to the extent necessary; (z) duly registered or otherwise qualified under the securities laws of any state or other jurisdiction. (e) This Agreement may be amended by Strategas Cowen at any time by written notice to Dealer. Dealer’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer’s acceptance of such amendment. (f) Dealer acknowledges and agrees that if Dealer terminates this Agreement, Strategas Cowen may, without liability of any kind: (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer’s account.

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 StrategasAxio. (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 Axio 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 StrategasAxio; (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 Axio that ASL has become: (x) a duly registered broker-dealer under the 1934 Act; (y) a member in good standing of FINRA; and, to the extent necessary; (z) duly registered or otherwise qualified under the securities laws of any state or other jurisdiction. (e) This Agreement may be amended by Strategas Axio at any time by written notice to Dealer. Dealer’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer’s acceptance of such amendment. (f) Dealer acknowledges and agrees that if Dealer terminates this Agreement, Strategas Axio may, without liability of any kind: (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer’s account.