Termination by the Fund. The Fund, in addition to any other rights and remedies, shall have the right to terminate this Agreement upon the occurrence of (i) the bankruptcy of the Transfer Agent or the appointment of a receiver therefore if such proceedings are not dismissed within 21 days of being brought or (ii) the material failure by the Transfer Agent to perform its duties and obligations under this Agreement or a material breach of this Agreement by the Transfer Agent. With respect to (i), the termination shall be effective at any time specified in a written notice from the Fund to the Transfer Agent. With respect to (ii), the Fund shall provide the Transfer Agent with written notice identifying such failure or breach and stating its intention to terminate the Agreement in sixty (60) days from the date of such notice if such failure or breach has not been cured by the Transfer Agent within thirty (30) days after receipt of such written notice from the Fund, except that any failure by the Transfer Agent to maintain its registration as a transfer agent must be cured immediately.
Termination by the Fund. This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by vote of a majority of the Fund's outstanding voting securities, on sixty (60) days' written notice. The notice provided for herein may be waived by the party required to be notified.
Termination by the Fund. The Fund may, without payment of penalty, terminate this Agreement upon 90 days' written notice to Fund Services.
Termination by the Fund. The Fund may terminate the Contract with immediate effect by notice to the Final Beneficiary on or at any time after the occurrence of any event specified in this Article
II.10.1. The Termination Events are:
(a) the Investment Programme is not financed by the Fund (i.e. either by the Final Beneficiary itself and/or a third party lender);
(b) the relevant ESCO does not comply with its obligations;
(c) any representation or statement made by the Final Beneficiary in connection with this Contract or any document delivered by or on behalf of the Final Beneficiary in connection with this Contract is or proves to have been incorrect or misleading when made;
(d) any person acquires the ability to direct the affairs of the Final Beneficiary whether by virtue of contract, ownership of shares or otherwise howsoever or there is a change of organisation, methods of control or management of the Final Beneficiary, which in each case and in the opinion of the Fund will have a material adverse effect on the Final Beneficiary's ability to comply with its obligations under this Contract;
(e) the Final Beneficiary being in breach (whether or not a repudiatory breach) of an obligation under this Contract and, if the breach is capable of remedy, failing to remedy the breach within [thirty] [(30)] days starting on the earlier of the day after receipt of notice from the Fund giving details of the breach or becoming aware of such breach. For the purposes of this paragraph, a breach is capable of remedy if time is not of the essence in performance of the obligation and if the Final Beneficiary can comply with the obligation within the [thirty] [(30)] day period;
(f) the Final Beneficiary passing a resolution for its winding up or a court of competent jurisdiction making an order for the Final Beneficiary's winding up or dissolution;
(g) the Final Beneficiary being insolvent or over-indebted, an administration order being made in relation to the Final Beneficiary or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the Final Beneficiary the Final Beneficiary making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally or any event that would, under the law of the jurisdiction in which the Final Beneficiary carries on business or has an asset, be equivalent or analogous to any of the aforementioned events;
(h) the Leverage F...
Termination by the Fund. This Agreement may be terminated by the Manager on behalf of the Fund at any time prior to the Closing, notwithstanding the satisfaction of all the conditions set forth on Section 6.1.
Termination by the Fund. The Fund may, in its sole discretion, terminate this Agreement as at the close of business on any Business Day upon at least sixty (60) calendar days’ prior written notice to the Service Provider. In the event that this Agreement is terminated by the Fund for any reason during the first twelve (12) months of the initial term of this Agreement other than material breach by the Service Provider, then the Fund must pay, in equal monthly instalments, the greater of (A) the remaining outstanding balance of the annual minimum services fee (that is the sum of the minimum Monthly Services Fee that would be due and payable on a monthly basis through the first twelve (12) months of the initial term of this Agreement) and (B) the Monthly Services Fee, based on the most recently published NAV, that would be due and payable for the following sixty (60) calendar days. Following the completion of the final calculation of the month-end NAV, the service fees applicable to the final sixty (60) calendar days period shall be compared to the payments made for such period. If payments were made in excess of the applicable amount, the Service Provider shall refund such balance. If, instead, there is a remaining balance of service fees owed for that period, the Fund shall pay that amount in full. In the event that this Agreement is terminated by the Fund for any reason following the first twelve (12) months of the initial term of this Agreement other than material breach by the Service Provider, then the Fund shall pay the Services Fees, based on the most recently published NAV, that would be due and payable for the following sixty (60) calendar days. For the avoidance of doubt, the Service Provider shall not publish investor statements or provide audit or tax support until such payment of estimated amount is received. In addition, the Fund may terminate this Agreement at any time by five (5) days prior written notice to the Service Provider, if:
i) The Service Provider materially breaches this Agreement and does not cure such breach within thirty (30) days after its receipt of notice thereof;
ii) The Service Provider (i) goes into liquidation, (ii) becomes bankrupt, (iii) has a receiver appointed over its assets, (iv) is unable to pay its debts as they fall due, (v) commences negotiations with its creditors with a view toward adjustments or rescheduling of its indebtedness or (vi) makes a general assignment of its assets for the benefit of its creditors; or
iii) The Service Prov...
Termination by the Fund. If any of the events described in Section 5.02 or Section 5.03 occurs, subject to Sections 5.06 and 5.07, the Fund may upon ninety (90) days’ prior written notice to the Servicer, terminate all the rights and obligations of the Servicer under this Agreement; provided, however, that the Fund’s rights and obligations and the Servicer’s rights and obligations pursuant to Sections 5.06, 5.07 and 8.01 shall survive the effective date of any such termination. In the event of a termination under this Section 5.01, the Fund shall arrange for a Successor Servicer to perform the Services under this Agreement. The effective date of any termination under this Section 5.01 shall be the date a Successor Servicer effectively assumes performance of the Services pursuant to Section 5.06 (the “Successor Servicer Commencement Date”). Upon such termination, Servicer’s rights to receive the compensation referred to in Section 2.01 shall cease. The Fund agrees that a termination of this Agreement shall not affect the Servicer’s rights to continue to serve as a life settlement broker of record for the Investments held in the Fund’s portfolio.
Termination by the Fund. Notwithstanding Section 10.3, the Fund, in addition to any other rights and remedies, shall have the right to terminate this Agreement, without the payment of any liquidated damages or other penalty, upon the occurrence of (i) the bankruptcy of the Transfer Agent or the appointment of a receiver therefore if such proceedings are not dismissed within 21 days of being brought, (ii) the material failure by the Transfer Agent to perform its duties and obligations under this Agreement, or (iii) a material breach of this Agreement by the Transfer Agent. With respect to (i), the termination shall be effective at any time specified in a written notice from the Fund to the Transfer Agent. With respect to (ii) and (iii), the Fund shall provide the Transfer Agent with written notice identifying such failure or breach and stating its intention to terminate the Agreement in sixty (60) days from the date of such notice if such failure or breach has not been cured by the Transfer Agent within thirty (30) days after receipt of such written notice from the Fund, except that any failure by the Transfer Agent to maintain its registration as a transfer agent must be cured immediately.
Termination by the Fund. This ECP Management Contract may be terminated by the Fund if:
1) the Employer violates its obligations towards the Fund despite the prior written request to remedy the deficiencies, in particular if the Employer discontinues making Basic Payments for the Participants for a period of 3 months;
2) a conflict of interest arises which prevents the Fund from proper performance of the ECP Management Contract;
3) the Employer’s conduct violates the applicable laws;
4) the Employer’s expectations are in the Company’s opinion impracticable, against the law, or contrary to the interest of the Employer, the Participants or the Company; 5) the Company changes its business strategy.
Termination by the Fund. Upon the occurrence of any of the following events, the Fund may terminate this Agreement by giving notice of such termination to the Administrator:
(a) the Administrator becomes subject to an Insolvency Event;
(b) the Administrator becomes subject to proceedings for the dissolution, liquidation or winding-up of the Administrator;
(c) the Administrator breaches any provision of this Agreement and such breach has resulted in a material adverse effect on the Fund Group, taken as a whole, and within sixty (60) days after the giving of notice by the Fund to the Administrator specifying the nature of such breach (as applied in this subsection 9.01(c), the “Cure Period”), the Administrator fails to cure such breach if such breach is reasonably remediable within such Cure Period, or if such breach is not reasonably remediable within such Cure Period, the Administrator fails to commence to take, within the Cure Period, steps to remedy such breach and to thereafter proceed diligently and as expeditiously as reasonably possible to cure or remedy such breach; or
(d) the Management Agreement has been terminated in accordance with Article 10 thereof. Any termination under this Section 9.01 shall become effective upon the date specified in the notice first described in this Section 9.01, which date shall not be earlier than: (i) in the case of any of the termination events in subsection 9.01(a), 9.01(b) or 9.01(d), the date of delivery of such notice; or (ii) in the case of the termination event in subsection 9.01(c), two (2) years after the date of delivery of such notice; provided, however, that in the event the Administrator in good faith disputes the occurrence of the event giving rise to the termination right of the Fund hereunder, such termination shall not become effective until such dispute is finally determined in accordance with Article 11.
