Common use of Termination, Postponement and Waivers Clause in Contracts

Termination, Postponement and Waivers. (a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Reorganization abandoned at any time (whether before or after adoption thereof by the shareholders of the Acquired Fund) prior to the Closing Date, or the Closing Date may be postponed, (A) by consent of the Board of Trustees of Scotia and the Board of Directors of RBB, acting on behalf of their respective Funds; (B) by Scotia’s Board of Trustees, on behalf of the Acquired Fund, if any condition of the Acquired Fund’s obligations set forth in Section 9 of this Agreement has not been fulfilled or waived by such Board of Trustees; (C) by RBB’s Board of Directors, on behalf of the Acquiring Fund, if any condition of the Acquiring Fund’s obligations set forth in Section 10 of this Agreement has not been fulfilled or waived by such Board of Directors; or (D) by either party because of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing, provided that the breaching party shall be given a period of ten (10) business days from the date of the occurrence of such material breach to cure such breach and shall have failed to cure such breach. (b) If the Reorganization contemplated by this Agreement has not been consummated by July 1, 2014, this Agreement automatically shall terminate on that date, unless a later date is agreed to by the Board of Trustees of Scotia and the Board of Directors of RBB, acting on behalf of their respective Funds. (c) In the event of termination of this Agreement pursuant to the provisions hereof, the same shall become void and have no further effect, and there shall not be any liability on the part of the Acquired Fund, the Acquiring Fund or persons who are their directors, trustees, officers, agents or shareholders in respect of this Agreement. (d) At any time prior to the Closing Date, any of the terms or conditions of this Agreement may be waived by the Board of Trustees of Scotia or the Board of Directors of RBB, on behalf of whichever Fund is entitled to the benefit thereof, if, in the judgment of such Board of Trustees or Board of Directors after consultation with its counsel, such action or waiver will not have a material adverse effect on the benefits intended under this Agreement to the shareholders of the respective Fund, on behalf of which such action is taken. (e) The respective representations and warranties contained in Sections 1 and 2 of this Agreement shall expire with, and be terminated by, the consummation of the Reorganization, and the Acquired Fund and the Acquiring Fund, and the officers, directors, trustees, agents or shareholders of such Funds shall not have any liability with respect to such representations or warranties after the Closing Date. This provision shall not protect any officer, director, trustee, agent or shareholder of either the Acquired Fund or the Acquiring Fund against any liability to the entity for which that officer, director, trustee, agent or shareholder so acts or to its shareholders, to which that officer, director, trustee, agent or shareholder otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties in the conduct of such office. (f) If any order or orders of the Commission with respect to this Agreement shall be issued prior to the Closing Date and shall impose any terms or conditions that are determined by action of the Board of Trustees of Scotia and the Board of Directors of RBB to be acceptable, such terms and conditions shall be binding as if a part of this Agreement without further vote or approval of the shareholders of the Acquired Fund unless such terms and conditions shall result in a change which would materially and adversely affect the rights of such shareholders, in which event this Agreement shall not be consummated and shall terminate unless the Acquired Fund promptly shall call a special meeting of shareholders at which such conditions so imposed shall be submitted for approval.

Termination, Postponement and Waivers. (a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Reorganization abandoned at any time (whether before or after adoption thereof by the shareholders of the Acquired Fund) prior to the Closing Date, or the Closing Date may be postponed, (A) by consent of the Company Board of Trustees of Scotia and the Board of Directors of RBBBoard, acting on behalf of their respective Funds; (B) by Scotia’s Board of Trusteesthe Company Board, on behalf of the Acquired Fund, if any condition of the Acquiring Fund’s obligations set forth in Section 8 of this Agreement has not been fulfilled or waived by such Board; (C) by the Board, on behalf of the Acquiring Fund, if any condition of the Acquired Fund’s obligations set forth in Section 9 of this Agreement has not been fulfilled or waived by such Board of Trustees; (C) by RBB’s Board of Directors, on behalf of the Acquiring Fund, if any condition of the Acquiring Fund’s obligations set forth in Section 10 of this Agreement has not been fulfilled or waived by such Board of DirectorsBoard; or (D) by either party because of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing, provided that the breaching party shall be given a period of ten (10) business days from the date of the occurrence of such material breach to cure such breach and shall have failed to cure such breachReorganization. (b) If the Reorganization contemplated by this Agreement has not been consummated by July 1November 29, 20142024, this Agreement automatically shall terminate on that date, unless a later date is agreed to by the Board Boards of Trustees of Scotia the Company and the Board of Directors of RBBTrust, acting on behalf of their respective Funds. (c) In the event of termination of this Agreement pursuant to the provisions hereof, the same shall become void and have no further effect, and there shall not be any liability on the part of the Acquired Fund, the Acquiring Fund or persons who are their directors, trustees, officers, agents agents, or shareholders in respect of this Agreement. (d) At any time prior to the Closing Date, any of the terms or conditions of this Agreement may be waived by the Company Board of Trustees of Scotia or the Board of Directors of RBBBoard, on behalf of whichever Fund is entitled to the benefit thereof, if, in the judgment of such Board of Trustees or Board of Directors after consultation with its counsel, such action or waiver will not have a material adverse effect on the benefits intended under this Agreement to the shareholders of the respective Fund, on behalf of which such action is taken. (e) The respective representations and warranties contained in Sections 1 and 2 of this Agreement shall expire with, and be terminated by, the consummation of the Reorganization, and the Acquired Fund and the Acquiring Fund, and the officers, directors, trustees, agents or shareholders of such Funds shall not have any liability with respect to such representations or warranties after the Closing Date. This provision shall not protect any officer, director, trustee, agent or shareholder of either the Acquired Fund or the Acquiring Fund against any liability to the entity for which that officer, director, trustee, agent or shareholder so acts or to its shareholders, to which that officer, director, trustee, agent or shareholder otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties in the conduct of such office. (f) If any order or orders of the Commission with respect to this Agreement shall be issued prior to the Closing Date and shall impose any terms or conditions that are determined by action of the Board Boards of Trustees of Scotia the Company and the Board of Directors of RBB Trust to be acceptable, such terms and conditions shall be binding as if a part of this Agreement without further vote or approval of the shareholders of the Acquired Fund unless such terms and conditions shall result in a change which would materially and adversely affect in the rights method of such shareholderscomputing the number of Merger Shares to be issued to the Acquired Fund, in which event event, unless such terms and conditions shall have been included in the proxy solicitation materials furnished to the shareholders of the Acquired Fund prior to the meeting at which the Reorganization shall have been approved, this Agreement shall not be consummated and shall terminate unless the Acquired Fund promptly shall call a special meeting of shareholders at which such conditions so imposed shall be submitted for approval.

Termination, Postponement and Waivers. (a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Reorganization abandoned at any time (whether before or after adoption thereof by the shareholders stockholders of the Acquired FundFunds) prior to the Closing Date, or the Closing Date may be postponed, , (Ai) by mutual consent of the Board Boards of Trustees Directors of Scotia and the Funds, (ii) by the Board of Directors of RBB, acting on behalf of their respective Funds; (B) by Scotia’s Board of Trustees, on behalf of the Acquired Fund, Target Fund if any condition of the Acquired Target Fund’s 's obligations set forth in Section 9 8 of this Agreement has not been fulfilled or waived by such Board; or (iii) by the Board of Trustees; (C) by RBB’s Board of Directors, on behalf Directors of the Acquiring Fund, Fund if any condition of the Acquiring Fund’s 's obligations set forth in Section 10 9 of this Agreement has have not been fulfilled or waived by such Board of Directors; or (D) by either party because of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing, provided that the breaching party shall be given a period of ten (10) business days from the date of the occurrence of such material breach to cure such breach and shall have failed to cure such breachBoard. (b) If the Reorganization transactions contemplated by this Agreement has have not been consummated by July 1December 31, 20142008, this Agreement automatically shall terminate on that date, unless a later date is mutually agreed to by the Board of Trustees of Scotia and the Board Boards of Directors of RBB, acting on behalf of their respective the Funds. (c) In the event of termination of this Agreement pursuant to the provisions hereof, the same shall become void and have no further effect, and there shall not be any liability on the part of the Acquired Fund, the Acquiring any Fund or persons who are their directors, trustees, officers, agents or shareholders stockholders in respect of this Agreement. (d) At any time prior to the Closing Date, any of the terms or conditions of this Agreement may be waived by the Board of Trustees of Scotia or the Board of Directors of RBB, on behalf of any Fund (whichever Fund is entitled to the benefit thereof), if, in the judgment of such Board of Trustees or Board of Directors after consultation with its counsel, such action or waiver will not have a material adverse effect on the benefits intended under this Agreement to the shareholders stockholders of the their respective Fundfund, on behalf of which such action is taken. (e) The respective representations and warranties contained in Sections 1 and 2 of this Agreement shall expire with, and be terminated by, the consummation of the Reorganization, and the Acquired neither Fund and the Acquiring Fund, and the nor any of its officers, directors, trustees, agents or shareholders of such Funds stockholders shall not have any liability with respect to such representations or warranties after the Closing Date. This provision shall not protect any officer, director, trustee, agent or shareholder of either the Acquired Fund or the Acquiring Fund against any liability to the entity for which that officer, director, trustee, agent or shareholder so acts or to its shareholdersstockholders, to which that officer, director, trustee, agent or shareholder otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her the duties in the conduct of such office. (f) If any order or orders of the Commission SEC with respect to this Agreement shall be issued prior to the Closing Date and shall impose any terms or conditions that which are determined by action of the Board of Trustees of Scotia and the Board Boards of Directors of RBB the Funds to be acceptable, such terms and conditions shall be binding as if a part of this Agreement without further vote or approval of the shareholders stockholders of the Acquired Fund Funds unless such terms and conditions shall result in a change which would materially and adversely affect in the rights method of such shareholderscomputing the number of Acquiring Fund Common Shares to be issued to the Acquired Funds, as applicable, in which event event, unless such terms and conditions shall have been included in the proxy solicitation materials furnished to the stockholders of the Funds prior to the meetings at which the Reorganization shall have been approved, this Agreement shall not be consummated and shall terminate unless the Acquired Fund Funds promptly shall call a special meeting of shareholders stockholders at which such conditions so imposed shall be submitted for approval.

Termination, Postponement and Waivers. (a) Notwithstanding anything contained in this Agreement Plan to the contrary, this Agreement Plan may be terminated and the Reorganization abandoned at any time (whether before or after adoption approval thereof by the shareholders of the Acquired FundInvestors) prior to the Closing Date, or the Closing Date may be postponed, , (Ai) by consent of the Board of Trustees of Scotia and the Board of Directors of RBB, acting on behalf of their respective Funds; ' Boards; or (Bii) by Scotia’s Board of Trustees, on behalf of the Acquired Fund, if any condition of the Acquired a Fund’s 's obligations set forth in Section 9 8 of this Agreement Plan has not been fulfilled or waived by such Board of Trustees; (C) by RBB’s Board of Directors, on behalf the Boards of the Acquiring Fund, if any condition of the Acquiring Fund’s obligations set forth in Section 10 of this Agreement has not been fulfilled or waived by such Board of Directors; or (D) by either party because of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing, provided that the breaching party shall be given a period of ten (10) business days from the date of the occurrence of such material breach to cure such breach and shall have failed to cure such breachFunds. (b) If the Reorganization contemplated by this Agreement Plan has not been consummated by July 1September 30, 20142012, this Agreement Plan automatically shall terminate on that date, unless a later date is agreed to by the Board of Trustees of Scotia and the Board of Directors of RBB, acting on behalf of their respective Funds' Boards. (c) In the event of termination of this Agreement Plan pursuant to the provisions hereof, the same shall become void and have no further effect, and there shall not be any liability on the part of the Acquired Fund, the Acquiring any Fund or persons who are their its directors, trustees, officers, agents or shareholders in respect of this AgreementPlan. (d) At any time prior to the Closing Date, any of the terms or conditions of this Agreement Plan may be waived by the Board of Trustees of Scotia or the Board of Directors of RBB, on behalf of whichever Fund is entitled to the benefit thereofeach Fund's Board, if, in the judgment of such Board of Trustees or Board of Directors after consultation with its counsel, such action or waiver will not have a material adverse effect on the benefits intended under this Agreement Plan to the shareholders Investors of the respective Fund, Fund on behalf of which such action is taken. (e) The respective representations and warranties contained in Sections 1 3, 4 and 2 5 of this Agreement Plan shall expire with, and be terminated by, the consummation of the Reorganization, and the Acquired Fund and the Acquiring Fund, Funds and the officers, directors, trusteesmanagers, agents or shareholders members of such Funds shall not have any liability with respect to such representations or warranties after the Closing Date. This provision shall not protect any officer, director, trusteemanager, agent or shareholder member of either the Acquired Fund or the Acquiring any Fund against any liability to the entity for which that officer, director, trusteemanager, agent or shareholder member so acts or to its shareholdersInvestors, to which that officer, director, trusteemanager, agent or shareholder member otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her the duties in the conduct of such office. (f) If any order or orders of the Securities Exchange Commission with respect to this Agreement Plan shall be issued prior to the Closing Date and shall impose any terms or conditions that which are determined by action of the Board of Trustees of Scotia and the Board of Directors of RBB Funds' Boards to be acceptable, such terms and conditions shall be binding as if a part of this Agreement Plan without further vote or approval of the shareholders of the Acquired Fund unless such terms and conditions shall result in a change which would materially and adversely affect the rights of such shareholders, in which event this Agreement shall not be consummated and shall terminate unless the Acquired Fund promptly shall call a special meeting of shareholders at which such conditions so imposed shall be submitted for approvalInvestors.

Termination, Postponement and Waivers. (a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Reorganization abandoned at any time (whether before or after adoption thereof by the shareholders of the Acquired Target Fund and the Acquiring Fund) prior to the Closing Date, or the Closing Date may be postponed, , (Ai) by mutual consent of the Board Boards of Trustees of Scotia the Acquiring Fund and the Target Fund; (ii) by the Board of Directors the Target Fund if any condition of RBB, acting on behalf Target Fund’s obligations set forth in Section 8 of their respective Funds; this Agreement has not been fulfilled or waived by such Board; and (Biii) by Scotia’s the Board of Trustees, on behalf of the Acquired Fund, Acquiring Fund if any condition of the Acquired Acquiring Fund’s obligations set forth in Section 9 of this Agreement has not been fulfilled or waived by such Board of Trustees; (C) by RBB’s Board of Directors, on behalf of the Acquiring Fund, if any condition of the Acquiring Fund’s obligations set forth in Section 10 of this Agreement has not been fulfilled or waived by such Board of Directors; or (D) by either party because of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing, provided that the breaching party shall be given a period of ten (10) business days from the date of the occurrence of such material breach to cure such breach and shall have failed to cure such breachBoard. (b) If the Reorganization transactions contemplated by this Agreement has have not been consummated by July 1December 31, 20142015, this Agreement automatically shall terminate on that date, unless a later date is mutually agreed to by the Board Boards of Trustees of Scotia the Acquiring Fund and the Board of Directors of RBB, acting on behalf of their respective FundsTarget Fund. (c) In the event of termination of this Agreement pursuant to the provisions hereof, the same shall become void and have no further effect, and there shall not be any liability on the part of the Acquired Fund, the Acquiring any Fund or persons who are their its respective directors, trustees, officers, agents or shareholders in respect of this AgreementAgreement other than with respect to Section 11 and payment by each Fund of its respective expenses incurred in connection with the Reorganization. (d) At any time prior to the Closing Date, any of the terms or conditions of this Agreement may be waived by the Board of Trustees of Scotia the Acquiring Fund or the Board of Directors of RBB, on behalf of Target Fund (whichever Fund is entitled to the benefit thereof), if, in the judgment of such Board of Trustees or Board of Directors after consultation with its counsel, such action or waiver will not have a material adverse effect on the benefits intended under this Agreement to the shareholders of the their respective Fund, on behalf of which such action is taken. (e) The respective representations and warranties contained in Sections 1 and 2 of this Agreement shall expire with, and be terminated by, the consummation of the Reorganization, and neither the Acquired Fund and the Acquiring FundFunds, and the nor any of their respective officers, directors, trustees, agents or shareholders of such Funds shall not have any liability with respect to such representations or warranties after the Closing Date. This provision shall not protect any officer, director, trustee, agent or shareholder of either of the Acquired Fund or the Acquiring Fund Funds against any liability to the entity for which that officer, director, trustee, agent or shareholder so acts or to its shareholders, to which that officer, director, trustee, agent or shareholder otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties in the conduct of such office. (f) If any order or orders of the Commission SEC with respect to this Agreement shall be issued prior to the Closing Date Effective Time and shall impose any terms or conditions that which are determined by action of the Board of Trustees of Scotia the Acquiring Fund and the Board of Directors of RBB Target Fund to be acceptable, such terms and conditions shall be binding as if a part of this Agreement without further vote or approval of the shareholders of Target Fund Shareholders and the Acquired Acquiring Fund Shareholders unless such terms and conditions shall result in a change which would materially and adversely affect in the rights method of such shareholderscomputing the number of Acquiring Fund Common Shares to be issued to the Target Fund Shareholders, in which event event, unless such terms and conditions shall have been included in the proxy solicitation materials furnished to the Target Fund Shareholders prior to the meeting at which the Reorganization shall have been approved, this Agreement shall not be consummated and shall terminate unless the Acquired Target Fund promptly shall call a special meeting of shareholders the Target Fund Shareholders at which such conditions so imposed shall be submitted for approval.