Common use of Termination by Apex Clause in Contracts

Termination by Apex. Notwithstanding Section 12(a), Apex may terminate this Agreement at any time on (A) at least 180 days’ prior written notice to Correspondent and/or (B) [***] days (or in the event of clause (ii) or (iii) below, immediately) written notice to Correspondent in the event that Correspondent: (i) fails to comply with the terms of this Agreement and, after notification by Apex, fails to return to full compliance within [***] days from said notification; or any representation, warranty or covenant of Correspondent in this Agreement is or becomes false or misleading; (ii) is enjoined, prohibited, suspended, or otherwise becomes unable, as a result of an administrative or judicial proceeding, from engaging in securities business activities constituting all or portions of Correspondent’s securities business, which injunction, prohibition or suspension in Apex’s judgment makes impracticable the omnibus clearing relationship established in this Agreement. (iii) becomes or is declared insolvent; voluntarily files or is the subject of, a petition commencing a case under any chapter of Title 11 of the United States Code; makes a general assignment for the benefit of its creditors; admits in writing its inability to pay its debts as they mature; files an application or consents to the appointment of, or there is appointed, any receiver, or a permanent or interim trustee of that party or any of its subsidiaries, as the case may be, or all or any portion of its property, including, without limitation, the appointment or authorization of a trustee, receiver or agent under applicable law or under a contract to take charge of its property for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of its creditors; files a petition seeking a reorganization of its financial affairs or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute or files an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute; (iv) sells or enters into negotiations to sell all or substantially all of its assets. (v) takes any corporate action for the purpose of effecting any of the foregoing; (vi) any director, executive officer, general securities principal, financial and operations principal, or Registered Representative of Correspondent is enjoined, prohibited, disciplined or suspended as a result of administrative or judicial proceedings, or proceedings of a regulatory organization or of a self- regulatory organization of which Correspondent is a member, from engaging in securities business activities constituting all or portions of Correspondent’s securities business.

Termination by Apex. Notwithstanding Section 12(a), Apex may terminate this Agreement at any time on (A) at least 180 days’ prior written notice to Correspondent and/or (B) [***] days (or in the event of clause (ii) or (iii) below, immediately) written notice to Correspondent in the event that Correspondent: (i) fails to comply with the terms of this Agreement and, and after notification by Apex, Apex fails to return to full compliance to. comply within [***] days from said notification; notification or any representation, warranty or covenant of Correspondent in this Agreement is or becomes false or misleading; (ii) is enjoined, prohibited, suspended, suspended or otherwise becomes unable, as a result of an administrative or judicial proceeding, . from engaging in securities business activities constituting all or portions po1tions of Correspondent’s securities business, which injunction, prohibition or suspension in Apex’s judgment makes impracticable the omnibus clearing relationship established in this Agreement.; (iii) becomes or is declared insolvent; voluntarily files or is the subject of, a petition commencing a case under any chapter of Title 11 of the United States Code; makes a general assignment for the benefit of its creditors; admits in writing its inability to pay its debts as they mature; : files an application or consents to the appointment of, or there is appointed, any receiver, or a permanent or interim trustee of that party or any of its subsidiaries, as the case may be, or all or any portion of its property, including, without limitation, . the appointment or authorization of a trustee, receiver or agent under applicable law or under a contract to take charge of its property for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of its creditors; : files a petition seeking a reorganization of its financial affairs or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute or files an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute; (iv) sells or enters into negotiations to sell all or substantially all of its assets.; (v) takes any corporate action for the purpose of effecting any of the foregoing; (vi) any director, executive officer, general securities principal, financial and operations principal, or Registered Representative of Correspondent is enjoined, prohibited, disciplined or suspended as a result of administrative or judicial proceedings, or proceedings of a regulatory organization or of a self- self-regulatory organization of which Correspondent is a member, from engaging in securities business activities constituting all or portions of Correspondent’s securities business.

Termination by Apex. Notwithstanding Section 12(aSection12(a), Apex either party may terminate this Agreement at any time on five (A5) at least 180 business days’ prior written notice to Correspondent and/or (B) [***] days (or in the event of clause (ii) or (iii) below, immediately) written notice to Correspondent the other party in the event that Correspondentthe other party: (i) fails to comply with i. materially breaches the terms of this Agreement and, and after notification receipt of written notice by Apexthe non-breaching, fails to return to full compliance cure such material breach within [***] thirty (30) days from said notification; or any representation, warranty or covenant of Correspondent in this Agreement is or becomes false or misleadingsuch notice; (ii) . is enjoined, prohibited, suspended, suspended or otherwise becomes unable, as a result of an administrative or judicial proceeding, from engaging in securities the business activities constituting all or portions of Correspondent’s securities business, which injunction, prohibition or suspension in Apex’s judgment makes impracticable the omnibus clearing relationship established in this Agreement.contemplated herein; or (iii) . becomes or is declared insolvent; voluntarily files or is the subject of, a petition commencing a case under any chapter of Title 11 of the United States Code, which petition if filed involuntarily is not dismissed within thirty (30) days; makes a general assignment for the benefit of its creditors; admits in writing its inability to pay its debts as they mature; files an application or consents to the appointment of, or there is appointed, any receiver, or a permanent or interim trustee of that party or any of its subsidiaries, as the case may be, or all or any portion of its property, including, without limitation, the appointment or authorization of a trustee, receiver or agent under applicable law or under a contract to take charge of its property for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of its creditors; files a petition seeking a reorganization of its financial affairs or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute or files an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute; (iv) sells or enters into negotiations to sell all or substantially all of its assets. (v) takes any corporate action for the purpose of effecting any of the foregoing; (vi) any director, executive officer, general securities principal, financial and operations principal, or Registered Representative of Correspondent is enjoined, prohibited, disciplined or suspended as a result of administrative or judicial proceedings, or proceedings of a regulatory organization or of a self- regulatory organization of which Correspondent is a member, from engaging in securities business activities constituting all or portions of Correspondent’s securities business.