Termination; Survival; Amendment Clause Samples
Termination; Survival; Amendment. Selected Dealer will immediately suspend or terminate its offer and sale of Offered Shares upon the request of the Fund or the Dealer Manager at any time and will resume its offer and sale of Offered Shares hereunder upon subsequent request of the Fund or the Dealer Manager. Any party may terminate this Agreement by written notice, which termination shall be effective 48 hours after such notice is given. This Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Fund’s trustees who are not “interested persons” (as defined in the 1940 Act) of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s distribution plan or this Agreement or by the vote of a majority of the outstanding voting securities of the Fund on not more than sixty (60) days’ written notice to the Dealer Manager and Selected Dealer; and will automatically terminate in the event of its assignment (as defined in the 1940 Act). This Agreement and the exhibits and schedules hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto. This Agreement may be amended at any time by the Dealer Manager by written notice to Selected Dealer, and any such amendment shall be deemed accepted by Selected Dealer upon placing an order for sale of Offered Shares after it has received such notice. The respective agreements and obligations of the Selected Dealer and the Dealer Manager set forth in Articles I, IV, V, VII, VIII, X, XII, XIII, XIV, XV, XVI, XVII, XVIII, XIX, XX, XXI, XXIV and XXV of this Agreement and Section 5 of the Dealer Manager Agreement shall remain operative and in full force and effect notwithstanding the termination of this Agreement. Notwithstanding the termination of this Agreement or the payment of any amount to Selected Dealer, Selected Dealer agrees to pay Selected Dealer’s proportionate share of any claim, demand or liability asserted against Selected Dealer and the other Selected Dealers on the basis that the Selected Dealers or any of them constitute an association, unincorporated business or other separate entity, including, in each case, Selected Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.
Termination; Survival; Amendment. (a) Participating Broker-Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Any party may terminate this Agreement by written notice, which termination shall be effective 48 hours after such notice is given. This Agreement shall automatically terminate (i) upon the termination of the Dealer Manager Agreement, or (ii) if Participating Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Participating Broker-Dealer’s principal office is located. This Agreement and the exhibits and schedules hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto.
(b) Upon the occurrence of (1) a Participating Broker-Dealer Disqualifying Event or (2) any event that the Dealer Manager may, in its reasonable discretion, deem a Participating Broker-Dealer Disqualifying Event, the Participating Broker-Dealer will immediately notify the Dealer Manager of such Participating Broker-Dealer Disqualifying Event and immediately suspend or terminate its offer and sale of Shares. Also, upon the occurrence of a Participating Broker-Dealer Disqualifying Event or any event that the Dealer Manager may, in its reasonable discretion, deem a Participating Broker-Dealer Disqualifying Event, the Dealer Manager shall have the right to terminate this Agreement immediately, in its sole discretion. If the Participating Broker-Dealer (or its affiliates, as applicable) terminates its relationship with the party for which the Participating Broker-Dealer Disqualifying Event arises or takes any other action that causes it to no longer be subject to a “Participating Broker-Dealer Disqualifying Event,” and reasonable proof of such termination or action is provided to the Dealer Manager (the reasonableness of such proof to be determined by the Dealer Manager in its sole discretion), the Participating Broker-Dealer shall no longer be required to suspend or terminate its offer and sale of Shares if this Agreement has not been terminated by the Dealer Manager pursuant to the foregoing; provided, however, that Participating Broker-Dealer shall not recommence offering and selling Shares until the Dealer Manager has confirmed in writing that Participating Broker-Dealer may recommence suc...
Termination; Survival; Amendment