Common use of Termination; Deconversion Clause in Contracts

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at the Fund’s request, shall offer reasonable assistance to the Fund in converting the records of the Fund from the Transfer Agent’s systems to whatever services or systems are selected by the Fund (the “Deconversion”). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the “new agent”) to modify, to alter, to enhance, or to improve the new agent’s system, or to provide any new functionality to the new agent’s system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to carry out such Deconversion, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 4 contracts

Samples: Transfer Agency and Service Agreement (Forward Funds), Transfer Agency and Service Agreement (Forward Funds), Transfer Agency and Service Agreement (Forward Funds)

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Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the FundTrust, the Transfer Agent, at the Fund’s Trust’ request, shall offer reasonable assistance to the Fund Trust in converting the records of the Fund Trust from the Transfer Agent’s systems to whatever services or systems are selected by the Fund Trust (the “Deconversion”). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the “new agent”) to modify, to alter, to enhance, or to improve the new agent’s system, or to provide any new functionality to the new agent’s system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund Trust desire to carry out such Deconversion, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 4 contracts

Samples: Transfer Agency and Service Agreement (ALPS Variable Insurance Trust), Transfer Agency and Service Agreement (ALPS Variable Insurance Trust), Transfer Agency and Service Agreement (Financial Investors Trust)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at the Fund’s request, shall offer reasonable assistance to the Fund in converting the records of the Fund from the Transfer Agent’s systems to whatever services or systems are selected by the Fund (the “Deconversion”). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the “new agent”) to modify, to alter, to enhance, or to improve the new agent’s system, or to provide any new functionality to the new agent’s system, (ii) to disclose any Proprietary Information proprietary information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to carry out such Deconversion, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 3 contracts

Samples: Transfer Agency and Service Agreement (Cornercap Group of Funds /Va/), Transfer Agency and Service Agreement (Cornercap Group of Funds /Va/), Transfer Agency and Service Agreement (Utopia Funds)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the FundTrusts, the Transfer Agent, at the Fund’s Trusts' request, shall offer reasonable assistance and cooperation to the Fund Trusts in converting the records of the Fund Trusts from the Transfer Agent’s 's systems to whatever services or systems are selected by the Fund Trusts (the "Deconversion"). As used herein "reasonable assistance" and "transitional assistance" shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the "new agent") to modify, to alter, to enhance, or to improve the new agent’s 's system, or to provide any new functionality to the new agent’s 's system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s 's systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund Trusts desire to carry out such Deconversion, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 3 contracts

Samples: Transfer Agency and Service Agreement (California Investment Trust Ii), Transfer Agency and Service Agreement (California Investment Trust), Transfer Agency and Service Agreement (California Investment Trust)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at the Fund’s request, shall offer reasonable assistance to the Fund in converting the records of the Fund from the Transfer Agent’s systems to whatever services or systems are selected by the Fund (the “Deconversion”). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the “new agent”) to modify, to alter, to enhance, or to improve the new agent’s system, or to provide any new functionality to the new agent’s system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to carry out such Deconversion, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 2 contracts

Samples: Transfer Agency and Service Agreement (Forward Funds), Transfer Agency and Service Agreement (Stone Harbor Investment Funds)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at the Fund’s 's request, shall offer reasonable assistance to the Fund in converting the records of the Fund from the Transfer Agent’s 's systems to whatever services or systems are selected by the Fund (the "Deconversion"). As used herein "reasonable assistance" and "transitional assistance" shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the "new agent") to modify, to alter, to enhance, or to improve the new agent’s 's system, or to provide any new functionality to the new agent’s 's system, (ii) to disclose any Proprietary Information proprietary information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s 's systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to carry out such Deconversion, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 2 contracts

Samples: Agency and Service Agreement (RMR Funds Series Trust), Transfer Agency and Services Agreement (Cook & Bynum Funds Trust)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent Company agrees that, in order to provide for uninterrupted service to the FundTransfer Agent, the Company, at the Transfer Agent, at the Fund’s request, shall offer reasonable assistance to the Fund Transfer Agent in converting the records of the Fund from the Transfer AgentCompany’s systems to whatever services or systems are selected by the Fund (the “Deconversion”). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent Company (i) to assist any new service or system provider (the “new agent”) to modify, to alter, to enhance, or to improve the new agent’s system, or to provide any new functionality to the new agent’s system, (ii) to disclose any Proprietary Information of the Transfer AgentCompany, or (iii) to develop Deconversion software, to modify any Transfer Agent Company software, or to otherwise alter the format of the data as maintained on any Transfer AgentCompany’s systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to carry out such Deconversion, the Transfer Agent Company shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent Company will be able to complete a Deconversion by such requested date.

Appears in 1 contract

Samples: Transfer Agent Service Agreement (Forward Funds)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the FundTrusts, the Transfer Agent, at the Fund’s Trusts’ request, shall offer reasonable assistance and cooperation to the Fund Trusts in converting the records of the Fund Trusts from the Transfer Agent’s systems to whatever services or systems are selected by the Fund Trusts (the “Deconversion”). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (i1) to assist any new service or system provider (the “new agent”) to modify, to alter, to enhance, or to improve the new agent’s system, or to provide any new functionality to the new agent’s system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund Trusts desire to carry out such Deconversion, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Shelton Greater China Fund)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at the Fund’s 's request, shall offer reasonable assistance to the Fund in converting the records of the Fund from the Transfer Agent’s 's systems to whatever services or systems are selected by the Fund (the "Deconversion"). As used herein "reasonable assistance” and “transitional assistance” " shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the "new agent") to modify, to alter, to enhance, or to improve the new agent’s 's system, or to provide any new functionality to the new agent’s 's system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s 's systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to carry out such Deconversion, the Transfer Agent shall use its best efforts make a good faith effort to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 1 contract

Samples: Agency and Service Agreement (Drake Funds Trust)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at the Fund’s 's request, shall offer reasonable assistance to the Fund in converting the records of the Fund from the Transfer Agent’s 's systems to whatever services or systems are selected by the Fund (the "Deconversion"). As used herein "reasonable assistance" and "transitional assistance" shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the "new agent") to modify, to alter, to enhance, or to improve the new agent’s 's system, or to provide any new functionality to the new agent’s 's system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s 's systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to carry out such Deconversion, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Veravest Trust)

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Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at the Fund’s 's request, shall offer reasonable assistance to the Fund in converting the records of the Fund from the Transfer Agent’s 's systems to whatever services or systems are selected by the Fund (the "Deconversion"). As used herein "reasonable assistance" and "transitional assistance" shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the "new agent") to modify, to alter, to enhance, or to improve the new agent’s 's system, or to provide any new functionality to the new agent’s 's system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s 's systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to carry out such DeconversionDeconversion on a particular date, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 1 contract

Samples: Agency and Service Agreement (State Street Institutional Investment Trust)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at the Fund’s 's request, shall offer reasonable assistance to the Fund in converting the records of the Fund from the Transfer Agent’s systems to whatever services or systems are selected by the Fund (the “Deconversion”). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the “new agent”) to modify, to alter, to enhance, or to improve the new agent’s system, or to provide any new functionality to the new agent’s system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to carry out such Deconversion, the Transfer Agent shall use its best efforts make a good faith effort to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Milestone Funds)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the FundTrust, the Transfer Agent, at the FundTrust’s request, shall offer reasonable assistance to the Fund Trust in converting the records of the Fund Trust from the Transfer Agent’s systems to whatever services or systems are selected by the Fund Trust (the “Deconversion”). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the “new agent”) to modify, to alter, to enhance, or to improve the new agent’s system, or to provide any new functionality to the new agent’s system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund Trust desire to carry out such Deconversion, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (AQR Funds)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the FundTrust, the Transfer Agent, at the Fund’s Trust's request, shall offer reasonable assistance to the Fund Trust in converting the records of the Fund Trust from the Transfer Agent’s 's systems to whatever services or systems are selected by the Fund Trust (the "Deconversion"). As used herein "reasonable assistance" and "transitional assistance" shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the "new agent") to modify, to alter, to enhance, or to improve the new agent’s 's system, or to provide any new functionality to the new agent’s 's system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s 's systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund Trust desire to carry out such Deconversion, the Transfer Agent shall use its best efforts make a good faith effort to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Advisorone Funds)

Termination; Deconversion. In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the FundTrust, the Transfer Agent, at the FundTrust’s request, shall offer reasonable assistance to the Fund Trust in converting the records of the Fund Trust from the Transfer Agent’s systems to whatever services or systems are selected by the Fund Trust (the “Deconversion”). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent Agent: (i) to assist any new service or system provider (the “new agent”) to modify, to alter, to enhance, or to improve the new agent’s system, or to provide any new functionality to the new agent’s system, ; (ii) to disclose any Proprietary Information proprietary information of the Transfer Agent, ; or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agent’s systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund Trust desire to carry out such Deconversion, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Financial Investors Variable Insurance Trust)

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