Termination of Administrative Services Agreement Sample Clauses

Termination of Administrative Services Agreement. Following any termination of the Administrative Services Agreement and without limiting the Ceding Company’s right under Section 8.3 to recapture the reinsurance ceded to the Reinsurer under this Agreement, the following shall apply: (a) The Ceding Company shall assume responsibility for the administration of the Covered Insurance Policies and the Existing Reinsurance Agreements. The Ceding Company may subcontract or outsource such responsibility to a third party administrator (a “TPA”) so long as the Ceding Company remains liable to the Reinsurer for the acts of such TPA as if the Ceding Company was performing such administration itself. A TPA can either be an Affiliate of the Ceding Company or a third party. (b) Subject to the terms and conditions of this Agreement, the Ceding Company or TPA, acting as a replacement administrator (as appropriate, the “Replacement Administrator”), shall have full authority to determine the Liabilities on any Reinsured Liabilities and may pay or settle such Liabilities as it deems appropriate; provided, that the Replacement Administrator acts in accordance with Sections 3.8(c) and (e). (c) The Replacement Administrator shall administer the Covered Insurance Policies and the Existing Reinsurance Agreements (i) with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances and (ii) in accordance with (A) applicable industry standards, (B) the terms and conditions of the Covered Insurance Policies and the Existing Reinsurance Agreements and (C) all Applicable Laws and (iii) subject to the foregoing provisions in (i) and (ii), in a manner materially consistent with the skill, diligence and expertise maintained by the Ceding Company and its Affiliates in their administration of the business of the Ceding Company other than the Covered Insurance Policies, to the extent applicable. (d) The Reinsurer shall reimburse the Ceding Company for the Ceding Company’s reasonable out-of-pocket costs for conversion of the administration of the Business to the Replacement Administrator. (e) The Replacement Administrator shall timely provide to the Reinsurer within thirty (30) calendar days following the end of each Accounting Period during the term of this Agreement, the cash settlement information set forth on Exhibit B for such Accounting Period and the additional information set forth on Exhibit B within the time frames specified therein (“Acco...
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Termination of Administrative Services Agreement. SPAC and Sponsor have terminated that certain Administrative Services Agreement between SPAC and APx Cap Sponsor Group I, LLC dated as of December 6, 2021 (the “Administrative Services Agreement”). As of the date hereof, Sponsor has forgiven and fully discharged all fees that are outstanding under the Administrative Services Agreement.
Sample 1Sample 2
Termination of Administrative Services Agreement. The Stockholder agrees to take all necessary action to cause the Administrative Services Agreement dated as of May 7, 1997 between the Company and the Stockholder (the "Services Agreement") to be terminated effective immediately before the Effective Time (or such later time thereafter as may be requested by Parent, not to exceed one hundred eighty (180) days following the Effective Time) on terms that are reasonably satisfactory to Parent, which terms shall include that the Company shall have no continuing obligations under the such agreements following such termination and that the Stockholder shall not be entitled to receive any consideration in connection with such termination other than a termination fee, payable by the Company at the time of such termination, equal to the Services Fee (as defined in Section 3 of the Services Agreement) payable with respect to the period commencing on the date of such termination and ending on December 31, 1998. The Stockholder represents to Parent that a true and complete copy of such agreement has been delivered to Parent and that all amounts due to Stockholder from the Company thereunder up to and including January 1, 1998 have been paid in full.
Sample 1Sample 2
Termination of Administrative Services Agreement. Each Class B Holder and JAWS hereby agree that effective as of the consummation of the Closing (and not before), the Administrative Services Agreement, dated as of December 2, 2020, by and between JAWS and the Sponsor, shall automatically terminate and be of no further force or effect, without any notice or other action by any Party.
Sample 1
Termination of Administrative Services Agreement. The Parties agree that the Administrative Services Agreement shall terminate as of the Effective Date. Notwithstanding such termination, (i) the Reinsurer shall cooperate with the Company to provide an orderly transfer of administrative services provided by the Reinsurer under the Administrative Services Agreement to the Company in a manner that is reasonably requested by the Company, that will assure continued compliance with applicable law and that will assure no interruption in services provided in respect of Reinsured Policies (as defined in the Administrative Services Agreement), and (ii) the Reinsurer shall cooperate with the Company to transfer the books and records maintained by the Reinsurer under the Administrative Services Agreement to the Company in a manner reasonably requested by the Company. To the extent that, following termination, the Reinsurer retains collections or other funds of the Company, whether in a fiduciary capacity under Article IV of the Administrative Services Agreement or otherwise, the Reinsurer shall remit such funds to the Company promptly on demand by the Company and in a manner reasonably requested by the Company. Notwithstanding the termination of the Administrative Services Agreement, the Reinsurer shall comply with Article IX of the Administrative Services Agreement for the month ending the Effective Date. For the avoidance of doubt, Section 17.2 of the of the Administrative Services Agreement shall be inapplicable to termination of the of the Administrative Services Agreement under this Section 4.1.
Sample 1
Termination of Administrative Services Agreement. A termination of the Administrative Services Agreement between Seller and Company dated January, 2008.
Sample 1
Termination of Administrative Services Agreement. Seller shall, prior to the effective time of Closing, terminate the Administrative Services Agreement, by and among TXU Business Services Company, Seller and the Company, dated as of August 11, 2000.
Sample 1
AutoNDA by SimpleDocs
Termination of Administrative Services Agreement. Med-Search and Suncrest shall have terminated the Administrative Services Agreement dated July 1, 1993, by and between Med-Search and Suncrest.
Sample 1
Termination of Administrative Services Agreement. On or prior to the Closing Date, SPAC shall terminate, and Sponsor shall cause SC Management LLC (“SC Management”), an affiliate of Sponsor, to terminate, that certain Administrative Services Agreement between SPAC and SC Management dated as of June 22, 2021 (the “Administrative Services Agreement”). Sponsor shall cause SC Management to forgive and fully discharge all fees that are outstanding under the Administrative Services Agreement as of the Closing Date.
Sample 1

Related to Termination of Administrative Services Agreement

  • Administrative Services Agreement The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • TERMINATION OF EFT SERVICES You may terminate this Agreement or any EFT service under this Agreement at any time by notifying us in writing and stopping your use of your card and any access code. You must return all cards to the Credit Union. You also agree to notify any participating merchants that authority to make xxxx payment transfers has been revoked. We may also terminate this Agreement at any time by notifying you orally or in writing. If we terminate this Agreement, we may notify any participating merchants making preauthorized debits or credits to any of your accounts that this Agreement has been terminated and that we will not accept any further preauthorized transaction instructions. We may also program our computer not to accept your card or access code for any EFT service. Whether you or the Credit Union terminates this Agreement, the termination shall not affect your obligations under this Agreement for any electronic transactions made prior to termination.

  • Administrative Services In addition to the portfolio management services specified above in section 2, you shall furnish at your expense for the use of the Fund such office space and facilities in the United States as the Fund may require for its reasonable needs, and you (or one or more of your affiliates designated by you) shall render to the Trust administrative services on behalf of the Fund necessary for operating as an open end investment company and not provided by persons not parties to this Agreement including, but not limited to, preparing reports to and meeting materials for the Trust's Board of Trustees and reports and notices to Fund shareholders; supervising, negotiating contractual arrangements with, to the extent appropriate, and monitoring the performance of, accounting agents, custodians, depositories, transfer agents and pricing agents, accountants, attorneys, printers, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable to Fund operations; preparing and making filings with the Securities and Exchange Commission (the "SEC") and other regulatory and self-regulatory organizations, including, but not limited to, preliminary and definitive proxy materials, post-effective amendments to the Registration Statement, semi-annual reports on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the Fund's transfer agent; assisting in the preparation and filing of the Fund's federal, state and local tax returns; preparing and filing the Fund's federal excise tax return pursuant to Section 4982 of the Code; providing assistance with investor and public relations matters; monitoring the valuation of portfolio securities and the calculation of net asset value; monitoring the registration of Shares of the Fund under applicable federal and state securities laws; maintaining or causing to be maintained for the Fund all books, records and reports and any other information required under the 1940 Act, to the extent that such books, records and reports and other information are not maintained by the Fund's custodian or other agents of the Fund; assisting in establishing the accounting policies of the Fund; assisting in the resolution of accounting issues that may arise with respect to the Fund's operations and consulting with the Fund's independent accountants, legal counsel and the Fund's other agents as necessary in connection therewith; establishing and monitoring the Fund's operating expense budgets; reviewing the Fund's bills; processing the payment of bills that have been approved by an authorized person; assisting the Fund in determining the amount of dividends and distributions available to be paid by the Fund to its shareholders, preparing and arranging for the printing of dividend notices to shareholders, and providing the transfer and dividend paying agent, the custodian, and the accounting agent with such information as is required for such parties to effect the payment of dividends and distributions; and otherwise assisting the Trust as it may reasonably request in the conduct of the Fund's business, subject to the direction and control of the Trust's Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or to diminish the obligations of any agent of the Fund or any other person not a party to this Agreement which is obligated to provide services to the Fund.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • OTHER ADMINISTRATIVE SERVICES 1. Coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses. 2. Perform internal audit examinations in accordance with a charter adopted by the Investment Company. 3. Monitor enterprise level risks associated with the services provided herein in accordance with a charter adopted by Investment Company. 4. Develop and recommend changes in the investment strategy and operation of the Investment Company that may be in the interest of its Shareholders. 5. Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as the following officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as specified in the Investment Company's charter documents and by-laws, subject to direction by the Board: (i) the president and principal executive officer, (ii) the treasurer and principal financial and accounting officer; (iii) the secretary, and (iv) such other officers as are mutually agreeable. 6. For each Fund that is not an ETF, monitor trading activity to help identify market timers and recommend policies to deter market timing. 7. For each Fund that is not an ETF, review potential intermediary clients and existing intermediary clients as appropriate to determine/monitor the client’s ability to adhere to the terms of any servicing agreement between the client and Investment Company. 8. For each Fund that is an ETF, review potential authorized participants and existing authorized participants as appropriate to determine/monitor the authorized participant’s ability to adhere to the terms of the authorized participant agreement between the authorized participant and the Fund’s distributor. 9. Review and recommend changes to the transfer agent’s policies and procedures to mitigate fraud, enhance shareholder services or reduce expenses. 10. Review and recommend changes to policies and procedures and operating processes designed to reduce Fund expenses. 11. Respond to all inquiries or other communications from shareholders and other parties, not otherwise provided by the Investment Company’s other service providers; if the inquiry is more properly responded to by another of the Investment Company’s service providers, referring the individual making the inquiry to the appropriate person. 12. Provide services and support, as requested by the Responsible Investing Office (“RIO”), in relation to environmental, social and governance (“ESG”) investing by the Funds, which include monitoring compliance with its policies and procedures with all applicable laws, rules and regulations. 13. Perform the following services for each Fund, as applicable, either itself or through its affiliate, Federated Shareholder Services company; (i) select and perform due diligence regarding proposed new owners of omnibus accounts as proposed recordkeeping agents for the Investment Company, (ii) enter into agreements as agent for the Investment Company, or any of them, substantially in the form most recently approved by the Board, with the registered owners of omnibus accounts for the provision of services necessary for the recordkeeping or sub-accounting of share positions held in underlying sub-accounts (“Recordkeeping Agreements”), together with such changes thereto as may be agreed to by FAS so long as such changes do not (a) increase the fees payable by the Investment Company under the Recordkeeping Agreements, (b) alter the indemnity obligations of the Investment Company owing to or from the Investment Company thereunder or (c) otherwise materially alter the obligations of the Investment Company under the Recordkeeping Agreements, (iii) agree, on behalf of the Investment Company, to make payments for services rendered under Recordkeeping Agreements out of the assets of the Investment Company in amounts not to exceed the amounts determined from time to time by the Board, and (iv) give instructions to the transfer agent of the Investment Company (the “Transfer Agent”), for and on behalf of the Investment Company as “Proper Instructions” of the Investment Company under and pursuant to the agreement for transfer agency services with the Transfer Agent, to perform the services of Company and/or the Investment Company under each such Recordkeeping Agreement, excepting only the indemnity obligations owning from the Investment Company or Company thereunder.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Administrative Support Services Fees Within forty-five (45) days of the end of each calendar quarter or at such other period as deemed appropriate by the Distributor, the Fund will make payments in the aggregate amount of up to 0.25% on an annual basis of the average during the period of the aggregate net asset value of the Shares computed as of the close of each business day (the “Service Fee”). Such Service Fee payments received from the Fund will compensate the Distributor for providing administrative support services with respect to Accounts. The administrative support services in connection with Accounts may include, but shall not be limited to, the administrative support services that a Recipient may render as described in Section 3(b)(i) below.

  • Termination of Services 6.2. To promote a non-discriminatory work environment based on the principle of equality, employers and the trade union should adopt appropriate measures to ensure that employees with HIV and AIDS are not unfairly discriminated against and are protected from victimisation through positive measures such as: (i) preventing unfair discrimination and stigmatisation of people living with HIV or AIDS through the development of HIV/AIDS policies and programmes for the workplace; (ii) awareness, education and training on the rights of all persons with regard to HIV and AIDS; (iii) mechanisms to promote acceptance and openness around HIV/AIDS in the workplace; (iv) providing support for all employees infected or affected by HIV and AIDS; and (v) grievance procedures and disciplinary measures to deal with HIV-related complaints in the workplace. 7. HIV TESTING, CONFIDENTIALITY AND DISCLOSURE

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!