Duration, Termination and Amendment Sample Clauses
The 'Duration, Termination and Amendment' clause defines how long an agreement remains in effect, the conditions under which it can be ended by either party, and the process for making changes to its terms. Typically, this clause specifies the start and end dates of the contract, outlines procedures for early termination such as notice requirements or breach of contract, and details how amendments must be agreed upon, often requiring written consent from both parties. Its core function is to provide clear guidelines for the lifespan of the agreement, the flexibility to end or modify it when necessary, and to prevent disputes by ensuring all parties understand their rights and obligations regarding changes or termination.
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Duration, Termination and Amendment. (a) This Agreement shall be effective on the date set forth above, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act.
(b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.
Duration, Termination and Amendment. (a) This Agreement shall be effective on the date set forth above, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually by the Sponsor. This Agreement may be terminated at any time, without the payment of any penalty, as to each individual Fund by the Sponsor or by the Distributor, on at least sixty (60) days’ prior written notice.
(b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.
Duration, Termination and Amendment. (a) This Agreement shall become effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act.
(b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.
Duration, Termination and Amendment. 8.1 This Agreement shall come into force on the date the Software is despatched by the Authority to the Licensee and unless terminated by the virtue of any other provision hereof shall remain in full force perpetually.
8.2 The Authority shall be entitled to propose an amendment to, or terminate, this Agreement and the Licence by giving to the Licensee not less than 3 months written notice to that effect. Should the Authority propose such an amendment, a Notice of Amendment will be given. Any such amendment would not be unreasonable, and the Licensee should not unreasonably withhold consent to such an amendment. Should the Licensee not accept the Authority’s proposed amendment to this agreement, the Authority may terminate this agreement not less than 3 months after the amendment was originally proposed.
8.3 Save as expressly provided herein, no amendment or variation of this Agreement shall be effective unless made in writing and signed by a duly authorised representative of each of the parties hereto.
8.4 Termination of this Agreement shall not affect any right of action or remedy which may have accrued or may accrue to the parties.
8.5 On termination of the Agreement the Licensee shall (subject to Clause 8.6), within one month of the date of termination, return the Software in its possession and control, together with all supporting documentation, to the Authority, and shall certify in writing that all other documentation, records and information, in all forms which relate to the Software and which are in its possession or control, has been destroyed.
8.6 If, when this Agreement is terminated the Licensee has any undischarged contractual obligation pursuant to use of the Software the Licensee shall, notwithstanding Clause 8.5, have the right to use the Software for the sole purpose of fulfilling such obligation and may retain such copies of the Software and supporting documentation as are necessary for that purpose.
Duration, Termination and Amendment a. This Agreement shall become effective on the date first written above. Unless sooner terminated as provided in this Section 12, this Agreement shall continue in effect until one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds), provided that such continuance is specifically approved with respect to that Fund Party at least annually:
(1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and
(2) by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a vote of a "majority of the outstanding voting securities" of the Fund Party, on sixty (60) days prior written notice to the Administrator or by the Administrator at any time, without the payment of any penalty, on sixty (60) days prior written notice to the affected Fund Party or Fund Parties. As used in this Agreement, the terms "majority of outstanding voting securities" and "interested persons" shall have the same meaning as such terms have in the 1940 Act.
b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.
c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is
(1) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or
(2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or...
Duration, Termination and Amendment. (a) This Agreement shall be effective on the date set forth above, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually in accordance with the requirements of the 1940 Act, as such requirements may be modified by rule, regulation, order or guidance of the SEC or its staff. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act.
(b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.
Duration, Termination and Amendment. (a) This Agreement shall be effective on the date set forth above, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or
Duration, Termination and Amendment. This Agreement shall become effective as of the day and year first above written and shall govern the relations between the parties hereto until terminated in accordance with this Section 7. Except for an Expense Cap Termination, this Agreement may not be altered or amended except by an instrument in writing signed by both parties. This Agreement may be terminated, with respect to the Fund:
(a) by Touchstone, either (i) at the end of the calendar quarter after December 31, 2000 during which Touchstone has given at least 30 days' advance written notice to the Trust, on behalf of the Fund, that it is terminating this Agreement as to the Fund or (ii) at such time as Touchstone ceases to be the investment advisor to the Fund. In the event of a termination pursuant to clause (i) of the preceding sentence, each party's obligations hereunder shall terminate as to the Fund as of the end of the calendar quarter in which the notice of termination is given; in the event of a termination pursuant to clause (ii) of the preceding sentence, Touchstone's obligations hereunder shall terminate as to the Fund as of the effective date of its termination as investment advisor.
(b) by the Board, or by the vote of a "majority of the outstanding voting securities" (as such phrase is defined in the 1940 Act) of the Fund, ▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇ the calendar quarter during which the Trust, on behalf of the Fund, has given at least 30 days' advance written notice to Touchstone that it is terminating this Agreement.
Duration, Termination and Amendment. (a) This Agreement shall be effective on ___________, 2000, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually by the vote of a majority of the Board of Trustees, and by the vote of those Trustees who are not "interested persons" of the Trust (the "Independent Trustees") and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not "interested persons" of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, on at least sixty (60) days prior written notice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust.
Duration, Termination and Amendment. The initial term of this Agreement with respect to each Fund is for the period from the Effective Date through July 31, 2008. Thereafter, with respect to each Fund, this Agreement will automatically renew from year to year provided such continuance is specifically approved by a majority of the Independent Trustees. This Agreement may be terminated by the Board of Trustees thirty (30) days prior to the next renewal period. This Agreement shall automatically and immediately terminate with respect to each Fund if (i) the Adviser no longer serves as investment adviser to such Fund, and (ii) in the event of its "assignment" (as defined in the Investment Company Act of 1940). The termination of this Agreement with respect to any one Fund will not cause its termination with respect to any other Fund.