Common use of Termination by Agent Clause in Contracts

Termination by Agent. If, during the term of this Services Agreement, Agent receives notice of the occurrence of any of the events listed below, Agent may terminate this Services Agreement: (i) at any time after the Effective Date, the adoption or enactment of any applicable law or governmental rule, requirement, guideline, order or regulation, or any change therein or change in the interpretation or administration thereof, by any judicial or governmental authority which shall make it illegal or impossible for Agent to provide the services described herein; provided, however, that (a) Agent shall use its reasonable efforts to eliminate such illegality or impossibility to the extent reasonably possible, and shall have the right to terminate only those portions of this Services Agreement which it has become illegal or impossible for Agent to perform, and (b) Agent shall provide to Winthrop an opinion of Agent's counsel (which counsel shall be reasonably satisfactory to Winthrop) confirming such illegality or impossibility; (ii) the material breach by Winthrop of any one or more of the representations made in Section 5.1, but only where such material breach has a material adverse effect on the business, condition (financial or otherwise) or results of operations of Agent; or (iii) with respect to any one or more of the Partnerships, the amendment of the partnership agreement of a Partnership upon the request or direction of Winthrop which has a material adverse effect on Agent's rights, compensation or obligations under this Services Agreement as to such Partnership. In any event, Agent shall have the right to terminate this Services Agreement on June 30, 2002, and each anniversary thereafter, upon six (6) months prior written notice to Winthrop. In the event this Services Agreement is terminated by Agent pursuant to Section 6.4 (i) or (iii) above (in whole or part) at any time prior to June 30, 2002, Winthrop shall refund the consideration paid by Agent under Section 3.1 (i), (ii), and (iii) less the amount of Asset Management Fees, Accrued Asset Management Fees, Operation Distributions, Refinancing Distributions, and Sale Distributions Agent has collected after deducting Agent's reasonable direct costs and unreimbursed expenses which it has incurred in the performance of its services hereunder; said refund will be paid within five (5) business days after receipt from Agent of all Partnership information required to be returned to Winthrop pursuant to the terms of this Services Agreement, and the transfer of Operating Accounts, if any, held by Agent pursuant to Section 2.1.3 herein.

Termination by Agent. If, during the term of this Services Agreement, Agent receives notice The obligations of the occurrence Agent hereunder shall be subject to termination at any time in the sole and absolute discretion of the Agent, (a) if (i) any of the events listed belowconditions specified in Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, Agent may terminate this Services Agreement: or (iii) at there has been since the respective dates as of which information is given in the Registration Statement, any time after the Effective Date, the adoption or enactment of any applicable law or governmental rule, requirement, guideline, order or regulationmaterial adverse change, or any change therein or change in the interpretation or administration thereof, by any judicial or governmental authority which shall make it illegal or impossible for Agent development that is reasonably expected to provide the services described herein; provided, however, that (a) Agent shall use its reasonable efforts to eliminate such illegality or impossibility to the extent reasonably possible, and shall have the right to terminate only those portions of this Services Agreement which it has become illegal or impossible for Agent to perform, and (b) Agent shall provide to Winthrop an opinion of Agent's counsel (which counsel shall be reasonably satisfactory to Winthrop) confirming such illegality or impossibility; (ii) the material breach by Winthrop of any one or more of the representations made in Section 5.1, but only where such material breach has cause a material adverse effect on change, in or affecting the businessassets, operations, business or condition (financial or otherwise) or results of operations of Agent; or (iii) with respect to any one or more of the PartnershipsCompany, whether or not arising in the amendment ordinary course of the partnership agreement of a Partnership upon the request or direction of Winthrop which has a material adverse effect on Agent's rightsbusiness, compensation or obligations under this Services Agreement as to such Partnership. In any event, Agent shall have the right to terminate this Services Agreement on June 30, 2002, and each anniversary thereafter, upon six (6) months prior written notice to Winthrop. In the event this Services Agreement is terminated by Agent pursuant to Section 6.4 (i) or (iii) above there has since the date hereof occurred an outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Agent, impracticable to market or deliver the Shares or enforce contracts for the sale of the Shares, or (iv) trading in whole any securities of the Company has been suspended by the Commission or part) at any time prior by the NASD or if trading generally on the Exchange has been suspended (including automatic halt in trading pursuant to June 30, 2002, Winthrop shall refund the consideration paid by Agent under Section 3.1 (imarket-decline triggers other than those in which solely program trading is temporarily halted), or limitations on prices for trading (ii)other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by such exchange or the NASD or by order of the Commission or any other governmental authority, or (v) a banking moratorium has been declared by federal or New York authorities, and (iiib) less the amount of Asset Management Fees, Accrued Asset Management Fees, Operation Distributions, Refinancing Distributions, and Sale Distributions Agent has collected after deducting Agent's reasonable direct costs and unreimbursed expenses which it has incurred in the performance case of its services hereunder; said refund will any of the events specified in clauses (i) through (v), such event, singly or together with any other such events, makes it, in the reasonable judgment of the Agent, impracticable or inadvisable to market or deliver the Shares on the terms and in the manner contemplated in the Prospectus. If the Agent elects to terminate this Agreement as provided in this Section 9, the Company shall be paid within five (5) business days after receipt from notified promptly by telephone, promptly confirmed by facsimile. If a Transaction Notice is pending at the time of termination, the Agent may declare such Transaction Notice void or may require the Company to complete the sale of Shares as specified in the Transaction Notice, at the Agent’s sole discretion. If the solicitation of purchases on an agency basis or purchase by the Agent as principal of the Shares, as contemplated by this Agreement, is not carried out by the Agent for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply in all Partnership information required to be returned to Winthrop pursuant to material respects with any of the terms of this Services Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 5(m) and 11 hereof) and the transfer Agent shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 11 hereof) or to one another hereunder. The Agent may terminate this Agreement for any reason upon giving 30 days’ prior notice to the Company. Any such termination shall be without liability of Operating Accounts, if any, held by Agent pursuant any party to Section 2.1.3 hereinany other party except that the provisions of Sections 5(m) and 11 hereof shall remain in full force and effect notwithstanding such termination.