Common use of TERMINATION; WITHDRAWAL OF OFFERING Clause in Contracts

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by either party upon 180 days' prior written notice to the other party. Notwithstanding the above, the Issuer reserves the right, without prior notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, Distributor, affiliates of Distributor, or the Issuer, which proceedings Distributor reasonably believes may have a material adverse impact on the ability of Distributor, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of Distributor, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. The Company reserves the right to terminate the Agreement: (a) if shares of the Funds are not reasonably available to meet the requirements of the Contracts as determined by the Company; (b) upon institution of formal proceedings against a Fund or Distributor by the National Association of Securities Dealers, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, which would have a material adverse effect on the Distributor's or a Fund's ability to perform its obligations under this Agreement; (c) upon a determination by a majority of the Board of Issuer, or a majority of the disinterested Directors, that a material irreconcilable conflict exists among the interests of (i) all contract owners of variable insurance products of all separate accounts, or (ii) the interests of the participating insurance companies investing in the Funds, as discussed in Section 13 above; (d) if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; (e) if the Fund fails to meet the diversification requirements of Section 817(h) of the Code or if the Company reasonably believes that the Fund will fail to meet such requirements; or (f) upon the "assignment" of the Agreement (as defined in the 0000 Xxx) unless made with the written consent of each party;

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by either party upon 180 days' ’ prior written notice to the other party. Notwithstanding the above, the Issuer reserves the right, without prior notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, Distributor, affiliates of Distributor, or the Issuer, which proceedings Distributor reasonably believes may have a material adverse impact on the ability of Distributor, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of Distributor, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. The Company reserves the right to terminate the Agreement: (a) if shares of the Funds are not reasonably available to meet the requirements of the Contracts as determined by the Company; (b) upon institution of formal proceedings against a Fund or Distributor by the National Association of Securities Dealers, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, which would have a material adverse effect on the Distributor's ’s or a Fund's ’s ability to perform its obligations under this Agreement; (c) upon a determination by a majority of the Board of Issuer, or a majority of the disinterested Directors, that a material irreconcilable conflict exists among the interests of (i) all contract owners of variable insurance products of all separate accounts, or (ii) the interests of the participating insurance companies investing in the Funds, as discussed in Section 13 12 above; (d) as to any Fund, if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; (e) as to any Fund, if the Fund fails to meet the diversification requirements of Section 817(h) of the Code or if the Company reasonably believes that the Fund will fail to meet such requirements; or (f) if the Company determines in its sole judgment exercised in good faith, that either any Fund or the Distributor has suffered a material adverse change in its business, operations, or financial condition or is the subject of material adverse publicity which is likely to have a material adverse impact upon the "assignment" business and operations of the Company or the Contracts (including the sale thereof). Notwithstanding the foregoing, this Agreement may be terminated immediately (i) by any party as defined a result of any other breach of this Agreement by another party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the 0000 Xxx) unless made with reasonable opinion of the written consent terminating party’s counsel, violate any applicable federal or state law, rule, regulation or judicial order. Termination of each party;this Agreement shall not affect the obligations of the parties to make payments under Section 4 for Orders received by the Company prior to such termination and shall not affect the Issuer’s obligation to maintain the Accounts as set forth by this Agreement. Following termination, Distributor shall not have any Administrative Services payment obligation to the Company (except for payment obligations accrued but not yet paid as of the termination date).

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by either party upon 180 days' prior written notice to the other party. Notwithstanding the above, the Issuer reserves the right, without prior notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, Distributor, affiliates of Distributor, or the Issuer, which proceedings Distributor reasonably believes may have a material adverse impact on the ability of Distributor, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of Distributor, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. The Company reserves the right to terminate the Agreement: (a) if shares of the Funds are not reasonably available to meet the requirements of the Contracts as determined by the Company; (b) upon institution of formal proceedings against a Fund or Distributor by the National Association of Securities Dealers, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, which would have a material adverse effect on the Distributor's or a Fund's ability to perform its obligations under this Agreement; (c) upon a determination by a majority of the Board of Issuer, or a majority of the disinterested Directors, that a material irreconcilable conflict exists among the interests of (i) all contract owners of variable insurance products of all separate accounts, or (ii) the interests of the participating insurance companies investing in the Funds, as discussed in Section 13 above; (d) if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; (e) if the Fund fails to meet the diversification requirements of Section 817(h) of the Code or if the Company reasonably believes that the Fund will fail to meet such requirements; or (f) upon the "assignment" of the Agreement (as defined in the 0000 Xxx) unless made with the written consent of each party;

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by either party upon 180 days' prior written notice to the other party. Notwithstanding the above, the Issuer reserves the right, without prior notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, Distributor, affiliates of Distributor, or the Issuer, which proceedings Distributor reasonably believes may have a material adverse impact on the ability of Distributor, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of Distributor, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. The Company reserves the right to terminate the Agreement: (a) if shares of the Funds are not reasonably available to meet the requirements of the Contracts as determined by the Company; (b) upon institution of formal proceedings against a Fund or Distributor by the National Association of Securities Dealers, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, which would have a material adverse effect on the Distributor's or a Fund's ability to perform its obligations under this Agreement; (c) upon a determination by a majority of the Board of Issuer, or a majority of the disinterested Directors, that a material irreconcilable conflict exists among the interests of (i) all contract owners of variable insurance products of all separate accounts, or (ii) the interests of the participating insurance companies investing in the Funds, as discussed in Section 13 12 above; (d) as to any Fund, if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; (e) as to any Fund, if the Fund fails to meet the diversification requirements of Section 817(h) of the Code or if the Company reasonably believes that the Fund will fail to meet such requirements; or (f) if the Company determines in its sole judgment exercised in good faith, that either any Fund or the Distributor has suffered a material adverse change in its business, operations, or financial condition or is the subject of material adverse publicity which is likely to have a material adverse impact upon the "assignment" business and operations of the Company or the Contracts (including the sale thereof). Notwithstanding the foregoing, this Agreement may be terminated immediately (i) by any party as defined a result of any other breach of this Agreement by another party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the 0000 Xxx) unless made with reasonable opinion of the written consent terminating party's counsel, violate any applicable federal or state law, rule, regulation or judicial order. Termination of each party;this Agreement shall not affect the obligations of the parties to make payments under SECTION 4 for Orders received by the Company prior to such termination and shall not affect the Issuer's obligation to maintain the Accounts as set forth by this Agreement. Following termination, Distributor shall not have any Administrative Services payment obligation to the Company (except for payment obligations accrued but not yet paid as of the termination date).

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by either party upon 180 days' prior written notice to the other party. Notwithstanding the above, the Issuer reserves the right, without prior notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the CompanySociety, Distributor, affiliates of Distributor, or the Issuer, which proceedings Distributor reasonably believes may have a material adverse impact on the ability of Distributor, the Issuer or the Company Society to perform its obligations under this Agreement or (B) in the judgment of Distributor, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. The Company Society reserves the right to terminate the Agreement: (a) if shares of the Funds are not reasonably available to meet the requirements of the Contracts as determined by the CompanySociety; (b) upon institution of formal proceedings against a Fund or Distributor by the National Association of Securities Dealers, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, which would have a material adverse effect on the Distributor's or a Fund's ability to perform its obligations under this Agreement; (c) upon a determination by a majority of the Board of Issuer, or a majority of the disinterested Directors, that a material irreconcilable conflict exists among the interests of (i) all contract owners of variable insurance products of all separate accounts, or (ii) the interests of the participating insurance companies investing in the Funds, as discussed in Section 13 above; (d) if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company Society reasonably believes that the Fund may fail to so qualify; (e) if the Fund fails to meet the diversification requirements of Section 817(h) of the Code or if the Company Society reasonably believes that the Fund will fail to meet such requirements; or (f) upon the "assignment" of the Agreement (as defined in the 0000 Xxx) unless made with the written consent of each party;

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by either party upon 180 days' prior written notice to the other partyparties. Notwithstanding the above, the Issuer reserves the right, without upon less than 180 days' prior written notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, Distributor, affiliates of Distributor, or the Issuer, which proceedings Distributor reasonably believes may have a material adverse impact on the ability of Distributor, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of Distributor, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. The Notwithstanding the foregoing, this Agreement may be terminated immediately (i) by any party as a result of any other breach of this Agreement by another party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the reasonable opinion of the terminating party's counsel, violate any applicable federal or state law, rule, regulation or judicial order. Notwithstanding the foregoing, the Company reserves may terminate this Agreement immediately: (1) upon written notice to Distributor based upon the right to terminate the Agreement: (a) if Company's good faith determination that shares of the Funds Fund are not reasonably available to meet the requirements of the Contracts as determined by the Company; (b) upon institution of formal proceedings against a Fund or Distributor by the National Association of Securities Dealers, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, which would have a material adverse effect on the Distributor's or a Fund's ability to perform its obligations under this Agreement; (c) upon a determination by a majority of the Board of Issuer, or a majority of the disinterested Directors, that a material irreconcilable conflict exists among the interests of (i) all contract owners of variable insurance products of all separate accounts, or Contracts; (ii) the interests of the participating insurance companies investing upon written notice to Distributor in the Funds, as discussed in Section 13 above; (d) if event that the Fund ceases to qualify as a Regulated Investment Company regulated investment company under Subchapter M of the Code, Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to do so qualify; ; (eiii) if upon written notice to Distributor in the event that the Fund fails to meet the diversification requirements set forth in the Code; or (iv) upon 60 days' written notice to Distributor that the Company will substitute Fund shares with the shares of Section 817(h) another investment company for the Contracts for which the Fund shares have been selected to serve as the underlying investment medium, subject to compliance with applicable regulations of the Code or if SEC. Termination of this Agreement shall not affect the obligations of the parties to make payments under SECTION 4 for Orders received by the Company reasonably believes that prior to such termination and shall not affect the Fund will fail Issuer's obligation to meet such requirements; or maintain the Accounts as set forth by this Agreement. Following termination, Distributor shall not have any Administrative Services payment obligation to the Company (f) upon the "assignment" except for payment obligations accrued but not yet paid as of the Agreement (as defined in the 0000 Xxx) unless made with the written consent of each party;termination date).

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by either party upon 180 90 days' prior written notice to the other party. Notwithstanding the above, the Issuer Distributor reserves the right, without prior notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, Distributor, affiliates of Distributor, or the Issuerissuer of a Fund, which proceedings Distributor reasonably believes may have a material adverse impact on the ability of Distributor, the Issuer such Fund or the Company to perform its obligations under this Agreement or (B) in the judgment of Distributor, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. The Company reserves the right to terminate the Agreement: (a) if shares of the Funds are not reasonably available to meet the requirements of the Contracts as determined by the Company; (b) upon institution of formal proceedings against a Fund or Distributor by the National Association of Securities Dealers, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, which would have a material adverse effect on the Distributor's or a Fund's ability to perform its obligations under this Agreement; (c) upon a determination by a majority of the Board of Issueras to any Fund, or a majority of the disinterested Directors, that a material irreconcilable conflict exists among the interests of (i) all contract owners of variable insurance products of all separate accounts, or (ii) the interests of the participating insurance companies investing in the Funds, as discussed in Section 13 above; (d) if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; (ed) as to any Fund, if the Fund fails to meet the diversification requirements of Section 817(h) of the Code or if the Company reasonably believes that the Fund will fail to meet such requirements; or (fe) if the Company determines in its sole judgment exercised in good faith, that either any Fund or the Distributor has suffered a material adverse change in its business, operations, or financial condition or is the subject of material adverse publicity which is likely to have a material adverse impact upon the "assignment" business and operations of the Company or the Contracts (including the sale thereof). Notwithstanding the foregoing, this Agreement may be terminated immediately (i) by any party as defined a result of any other breach of this Agreement by another party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the 0000 Xxx) unless made with reasonable opinion of the written consent terminating party's counsel, violate any applicable federal or state law, rule, regulation or judicial order. Termination of each party;this Agreement shall not affect the obligations of the parties to make payments under SECTION 4 for Orders received by the Company prior to such termination and shall not affect the Fund's obligation to maintain the Accounts as set forth by this Agreement. Following termination, Distributor shall not have any Administrative Services payment obligation to the Company (except for payment obligations accrued but not yet paid as of the termination date).

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by either party upon 180 days' prior written notice to the other partyparties. Notwithstanding the above, the Issuer reserves the right, without upon less than 180 days' prior written notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, DistributorACIM, affiliates of DistributorACIM, or the Issuer, which proceedings Distributor ACIM reasonably believes may have a material adverse impact on the ability of DistributorACIM, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of DistributorACIM, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. The Notwithstanding the foregoing, this Agreement may be terminated immediately (i) by any party as a result of any other breach of this Agreement by another party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the reasonable opinion of the terminating party's counsel, violate any applicable federal or state law, rule, regulation or judicial order. Notwithstanding the foregoing, the Company reserves may terminate this Agreement immediately: (1) upon written notice to ACIM based upon the right to terminate the Agreement: (a) if Company's good faith determination that shares of the Funds Fund are not reasonably available to meet the requirements of the Contracts as determined by the Company; (b) upon institution of formal proceedings against a Fund or Distributor by the National Association of Securities Dealers, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, which would have a material adverse effect on the Distributor's or a Fund's ability to perform its obligations under this Agreement; (c) upon a determination by a majority of the Board of Issuer, or a majority of the disinterested Directors, that a material irreconcilable conflict exists among the interests of (i) all contract owners of variable insurance products of all separate accounts, or Contracts; (ii) the interests of the participating insurance companies investing upon written notice to ACIM in the Funds, as discussed in Section 13 above; (d) if event that the Fund ceases to qualify as a Regulated Investment Company regulated investment company under Subchapter M of the Code, Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to do so qualify; ; (eiii) if upon written notice to ACIM in the event that the Fund fails to meet the diversification requirements set forth in the Code; or (iv) upon 60 days' written notice to ACIM that the Company will substitute Fund shares with the shares of Section 817(h) another investment company for the Contracts for which the Fund shares have been selected to serve as the underlying investment medium, subject to compliance with applicable regulations of the Code or if SEC. Termination of this Agreement shall not affect the obligations of the parties to make payments under Section 4 for Orders received by the Company reasonably believes that prior to such termination and shall not affect the Fund will fail Issuer's obligation to meet such requirements; or maintain the Accounts as set forth by this Agreement. Following termination, ACIM shall not have any Administrative Services payment obligation to the Company (f) upon the "assignment" except for payment obligations accrued but not yet paid as of the Agreement (as defined in the 0000 Xxx) unless made with the written consent of each party;termination date).