EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a Fund. (b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATION"), without the payment of any penalty: (i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHER, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and (ii) for cause at any time by the non-breaching party on immediate written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(A); PROVIDED, HOWEVER, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Notice. (c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above. (d) The provisions of SECTIONS 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall survive any termination of this Agreement.
Appears in 2 contracts
Sources: Transfer Agency Services Agreement (Gallery Trust), Transfer Agency Services Agreement (Advisors' Inner Circle Fund III)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund on the Effective Date. This Agreement shall have a term beginning on the Effective Date and ending on December 31, 2012. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund or with respect to any one or more of the Services covered by Appendix B, as applicable, provided to any one or more of the Funds (a "PARTIAL TERMINATION"“Partial Termination”), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED provided that in the event the Trust Administrator gives notice of a Partial Termination, Atlantic the Subadministrator shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this AgreementAgreement (and any such notice from the Subadministrator shall be deemed to have been given as of the date of the original notice from the Administrator and with the same effective date as that set forth in such notice from the Administrator); PROVIDED FURTHERprovided further, that in the event Atlantic the Subadministrator gives notice of termination or of a Partial Termination, the Trust Administrator may delay the termination or Partial Termination for up to an additional ninety sixty (9060) days upon further written notice to Atlanticthe Subadministrator and a finding by the Board that doing so is in the best interest of shareholders of the affected Fund or Funds; and
(ii) for cause at any time by the non-breaching party on immediate at least sixty (60) days’ written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlanticthe Subadministrator, the failure by Atlantic the Subadministrator to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such termination notice to shall describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Noticeparty.
(cd) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic the Subadministrator shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic the Subadministrator under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust or Atlantic Subadministrator exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, Administrator shall reimburse Atlantic the Subadministrator for Atlantic's the Subadministrator’s reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's out-of-pocket costs incurred in the (“termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"costs”); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust Administrator shall have no obligation to reimburse Atlantic the Subadministrator for its costs if the Trust Administrator terminates this Agreement pursuant to clause (ii) of subsection (bc) above or if Atlantic the Subadministrator terminates this Agreement pursuant to clause (i) of subsection (bc) above.
(de) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 14 7 and 15 8 shall survive any termination of this Agreement.
Appears in 2 contracts
Sources: Subadministration Agreement (Wright Managed Equity Trust), Subadministration Agreement (Wright Managed Income Trust)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATION"“Partial Termination”), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED provided that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHERprovided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on immediate written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "“Breach Notice"”), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Notice.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's ’s reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's ’s out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"“termination costs”); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall survive any termination of this Agreement.
Appears in 2 contracts
Sources: Transfer Agency Services Agreement (Catholic Responsible Investments Funds), Transfer Agency Services Agreement (Advisors' Inner Circle Fund III)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund the CFC or with respect to any one or more of the Services covered by APPENDIX B, as applicable, provided to any one the Fund or more of the FundsCFC, until terminated as to a Fund the CFC or a Service provided to a Fundthe Fund or CFC, as applicable.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund the CFC (a "PARTIAL TERMINATION"), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 90 days prior to the termination date specified in the notice; PROVIDED that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHER, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on immediate written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(A); PROVIDED, HOWEVER, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination noticecured, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 thirty (30) days of receipt of the relevant Breach Notice.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund the CFC or any Service provided to any Fundthe Fund or CFC, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall survive any termination of this Agreement.
Appears in 2 contracts
Sources: Transfer Agency Services Agreement (Winton Diversified Opportunities Fund), Transfer Agency Services Agreement (Winton Diversified Opportunities Fund)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATION"), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHER, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety sixty (9060) days upon further written notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on immediate at least sixty (60) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(A); PROVIDED, HOWEVER, that (i) the non-breaching party has first notified the other party of the breach (such termination notice to shall describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-non- breaching party within 30 days of receipt of the relevant Breach Noticeparty.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, shall reimburse Atlantic for Atlantic's reasonable costs and employee time (at 150% of salary). associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs any third party fees and expenses incurred by Atlantic in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS 3, 4, 5, 6, 7, 8, 9, 9 and 14 and 15 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency Services Agreement (Advisors Inner Circle Fund II)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund or with respect to any one or more of the Services covered by Appendix B, as applicable, provided to any one or more of the Funds (a "PARTIAL TERMINATION"“Partial Termination”), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED provided that in the event the Trust gives notice of a Partial Termination, Atlantic the Administrator shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHERprovided further, that in the event Atlantic the Administrator gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety sixty (9060) days upon further written notice to Atlanticthe Administrator; and
(ii) for cause at any time by the non-breaching party on immediate at least sixty (60) days’ written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlanticthe Administrator, the failure by Atlantic the Administrator to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such termination notice to shall describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Noticeparty.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic the Administrator shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic the Administrator under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust or Atlantic the Administrator exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, shall reimburse Atlantic the Administrator for Atlantic's the Administrator’s reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's out-of-pocket costs incurred in the (“termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"costs”); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic the Administrator for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic the Administrator terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 9 and 14 and 15 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Combined Services Agreement (Chou America Mutual Funds)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective as between Forum and the Company on the Effective Date. This Agreement date first above written, and shall continue in effect (i) until terminated in its entirety or (ii), become effective with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided Class established after the effective date of the Agreement on the later of the date on which the Company's Registration Statement with respect to a Fundsuch Fund or Class becomes effective or the date of the commencement of operations of the Fund or Class.
(b) This Agreement may be terminated (A) shall continue in effect until terminated, either in its entirety or (B) with respect to a Fund or Class, as applicable; provided, however, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable law.
(c) This Agreement may be terminated at any Fund (time, in its entirety or with respect to a "PARTIAL TERMINATION")Fund, without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a at least ninety (90) days' written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHER, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; andparty.
(ii) for cause at any time cause, by the non-breaching party on immediate at least thirty (30) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to AtlanticForum, the failure by Atlantic Forum to act consistently with the Standard standard of Care care set forth in SECTION 3(ASection 10(a); PROVIDEDprovided, HOWEVERhowever, that (iA) the non-breaching party has first notified the other party of the breach (such termination notice to shall describe the breach) (a "Breach Notice"), and (iiB) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Noticeprior to such date.
(ciii) if the Company fails to settle any trade of Shares transacted over the FundServ network (a "settlement failure"), the Company shall, prior to one hour before the next settlement of Shares, (A) notify Forum about the settlement failure and (B) provide Forum with a description of the specific remedial and prospective actions proposed to be taken by the Company in order to remedy such settlement failure and avoid any settlement failures in the future (a "remediation plan"). If (A) the Company fails to notify Forum about a settlement failure on a timely basis and (B) the Company fails to deliver the remediation plan on a timely basis, or (C) the remediation plan is inadequate (in Forum's reasonable opinion), then, upon written notice to the Company, Forum may terminate the performance of any services rendered to the Company under Section 2(b)(ii) of this Agreement immediately and without penalty.
(iv) If Forum is or, in Forum's reasonable opinion, Forum may be the subject to any disciplinary action by the NSCC, including, but not limited to fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an "NSCC sanction") as a result of the activities of the Company or its respective agents, then Forum may, in its sole discretion, demand, in writing, that the Company provide Forum with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid an NSCC sanction. If the Company does not, within seven (7) days of such demand provide adequate assurances satisfactory to Forum in response to any NSCC sanction, then, upon written notice to the Company, Forum may terminate the performance of any services rendered to the Company under Section 2(b)(ii) of this Agreement immediately and without penalty.
(v) Notwithstanding the foregoing, Forum may terminate the performance of any services rendered to the Company under Section 2(b)(ii) of this Agreement immediately and without penalty upon written notice to the Company if Forum is subject to more than one NSCC sanction by the NSCC during the term of this Agreement.
(d) Upon notice of termination of this Agreement by either party of this Agreementparty, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic Forum shall promptly transfer to any the successor service providers transfer agent the original or copies of all books and records maintained by Atlantic Forum under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) transfer agent in the establishment of the books and records necessary to carry out the successor service providers' transfer agent's responsibilities. Should the Trust or Atlantic Company exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, Company shall reimburse Atlantic Forum for AtlanticForum's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTSTermination Costs"); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust Company shall have no obligation to reimburse Atlantic Forum for its costs such expenses and employee time if the Trust terminates Company has terminated this Agreement pursuant to clause (ii) of subsection (bc) above or if Atlantic terminates above. Forum and the Company agree that to cover Termination Costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement pursuant for the six full months preceding such termination. No Termination Costs will be assessed against the Company should Forum exercise its right to clause (i) of subsection (b) aboveterminate this Agreement.
(de) The provisions of SECTIONS 3, 4, 5, 6, 7, 8Sections 3(c),7, 9, 14 10 15 and 15 17(j) shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency and Services Agreement (Bailard Biehl & Kaiser Opportunity Fund Group Inc)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATION"), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 90 days prior to the termination date specified in the notice; PROVIDED that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHER, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on immediate written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(A); PROVIDED, HOWEVER, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination noticecured, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 thirty (30) days of receipt of the relevant Breach Notice.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency Services Agreement (Winton Series Trust)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATIONPartial Termination"), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHER, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on immediate written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDED, HOWEVER, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Notice.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTStermination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall survive any termination of this Agreement.
Appears in 1 contract
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a FundFund (a “Partial Termination”).
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATION")Fund, without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED provided that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHERprovided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on immediate written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "“Breach Notice"”), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Notice.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's ’s reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's ’s reasonable out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"); PROVIDED“termination costs”);provided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 14 11 and 15 12 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Compliance Services Agreement (Symmetry Panoramic Trust)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund or with respect to any one or more of the Services covered by Appendix B, as applicable, provided to any one or more of the Funds (a "PARTIAL TERMINATION"“Partial Termination”), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED provided that in the event the Trust gives notice of a Partial Termination, Atlantic the Administrator shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHERprovided further, that in the event Atlantic the Administrator gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety sixty (9060) days upon further written notice to Atlanticthe Administrator; and
(ii) for cause at any time by the non-breaching party on immediate at least sixty (60) days’ written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlanticthe Administrator, the failure by Atlantic the Administrator to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such termination notice to shall describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Noticeparty.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic the Administrator shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic the Administrator under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, shall reimburse Atlantic the Administrator for Atlantic's the Administrator’s reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's out-of-pocket costs incurred in the (“termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"costs”); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic the Administrator for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic the Administrator terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 9 and 14 and 15 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Combined Services Agreement (Chou America Mutual Funds)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect for (3) three years (“Initial Term”) and shall renew automatically for successive (1) one year periods unless either party gives written notice to the other party not less than 120 days prior to the then current expiration date of this Agreement of the election not to renew the term of this agreement.
(b) This Agreement shall continue in effect (i) until terminated in its entirety entirety, or (ii), ) with respect to any the Fund or with respect to any one or more of the Services covered by APPENDIX BAppendix A, as applicable, provided to any one or more of the FundsFund, until terminated as or to a Fund or a Service provided to a the Fund.
(bc) This Agreement may be terminated (A) in its entirety or (B) with respect to any the Fund (a "PARTIAL TERMINATION"“Partial Termination”), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED provided that in the event the Trust Fund gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHERprovided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust Fund may delay the termination or Partial Termination for up to an additional ninety sixty (9060) days upon further written notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on immediate at least sixty (60) days’ written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such termination notice to shall describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days party. Notwithstanding Section 6(c)(i), in the absence of receipt any material breach of this Agreement, if the Fund gives notice of termination or Partial Termination, the Fund agrees to pay all monthly fees through the term of the relevant Breach NoticeAgreement.
(cd) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any the Fund or any Service provided to any the Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust Fund or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, Fund shall reimburse Atlantic for Atlantic's ’s reasonable costs and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's for any out-of-pocket costs fees or expenses incurred by Atlantic in respect of the cancellation or termination of third party services that relate primarily or exclusively provided in support of the services rendered by Atlantic pursuant to any Services being terminated hereunder this Agreement ("TERMINATION COSTS"“termination costs”); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust Fund shall have no obligation to reimburse Atlantic for its costs if the Trust Fund terminates this Agreement pursuant to clause (ii) of subsection (bc) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (bc) above.
(de) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 14 10 and 15 13 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency Services Agreement (Conversus StepStone Private Markets)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATION"“Partial Termination”), without the payment of any penalty:
(i) with or without cause, at any time, by either any party on the date specified in a written notice to the other party parties provided not less than 120 days prior to the termination date specified in the notice; PROVIDED that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHER, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic;; and
(ii) for cause at any time by the non-breaching party on immediate at least sixty (60) days’ written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such termination notice to shall describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Noticeparty.
(c) Upon notice of termination by either any party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust Trust, GCCM or Atlantic exercise its right to terminate this Agreement, the Trust shall, GCCM shall reimburse Atlantic for Atlantic’s reasonable costs and employee time (at rates as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's reasonable costs ). associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's ’s out-of-pocket costs expenses incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"“termination costs”); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust GCCM shall have no obligation to reimburse Atlantic for its costs if the Trust or GCCM terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 9 and 14 and 15 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency Services Agreement (Green Century Funds)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATIONPartial Termination"), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED provided that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHERprovided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on immediate written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Notice.
(c) Upon notice of termination by either any party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the CFC, the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTStermination costs"); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency Services Agreement (Advisors' Inner Circle Fund III)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a FundFund (a "Partial Termination").
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATION")Fund, without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 sixty (60) days prior to the termination date specified in the noticenotice in the case of (A) above or not less than thirty (30) days prior to the termination date specified in the notice in the case of a Partial Termination or (B) above; PROVIDED provided that in the event the Trust gives notice of a Partial TerminationTermination or notice in the case of (B) above, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHERprovided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and;
(ii) for cause at any time by the non-breaching party on immediate written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Notice; and
(iii) in the event that Atlantic fails to be registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended, at any time during the term of this Agreement, the Trust may, upon written notice to Atlantic, immediately terminate this Agreement.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, . Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's reasonable out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTStermination costs"); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency Services Agreement (Community Capital Trust)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATION"“Partial Termination”), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED provided that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHERprovided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety sixty (9060) days upon further written notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on immediate at least sixty (60) days’ written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such termination notice to shall describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Noticeparty.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, shall reimburse Atlantic for Atlantic's ’s reasonable costs and employee time (at 150% of salary). associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's out-of-pocket costs any third party fees and expenses incurred by Atlantic in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"“termination costs”); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 9 and 14 and 15 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency Services Agreement (Advisors' Inner Circle Fund)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a FundFund (a “Partial Termination”).
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATION")Fund, without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED provided that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHERprovided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on immediate written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "“Breach Notice"”), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Notice.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's ’s reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's ’s reasonable out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"); PROVIDED“termination costs”);provided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency Services Agreement (Symmetry Panoramic Trust)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX BAppendix A, as applicable, provided to any one or more of the FundsFund, until terminated as to a Fund or a Service provided to a the Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any one or more of the Services covered by Appendix A, as applicable, provided to the Fund (a "PARTIAL TERMINATION"“Partial Termination”), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED provided that in the event the Trust Fund gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHERprovided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust Fund may delay the termination or Partial Termination for up to an additional ninety sixty (9060) days upon further written notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on immediate at least sixty (60) days’ written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder includinghereunder; provided, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(A); PROVIDED, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such termination notice to shall describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Noticeparty.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any the Fund or any Service provided to any the Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust Fund or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, Fund shall reimburse Atlantic for Atlantic's ’s reasonable costs associated with the copying and movement of records and material to any successor person and person, for providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's for any out-of-pocket costs fees or expenses incurred by Atlantic in respect of the cancellation or termination of third party services that relate primarily or exclusively provided in support of the services rendered by Atlantic pursuant to any Services being terminated hereunder this Agreement ("TERMINATION COSTS"“termination costs”); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust Fund shall have no obligation to reimburse Atlantic for its termination costs if the Trust Fund terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 14 9 and 15 13 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Closed End Fund Services Agreement (FSI Low Beta Absolute Return Fund)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by APPENDIX Appendix B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service provided to a FundFund (a “Partial Termination”).
(b) This Agreement may be terminated (A) in its entirety or (B) with respect to any Fund (a "PARTIAL TERMINATION"“Partial Termination”), without the payment of any penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 sixty (60) days prior to the termination date specified in the noticenotice in the case of (A) above or not less than thirty (30) days prior to the termination date specified in the notice in the case of a Partial Termination or (B) above; PROVIDED provided that in the event the Trust gives notice of a Partial TerminationTermination or notice in the case of (B) above, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHERprovided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination Termination, for up to an additional ninety (90) days upon further written notice to Atlantic; and;
(ii) for cause at any time by the non-breaching party on immediate written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(ASection 3(a); PROVIDEDprovided, HOWEVERhowever, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "“Breach Notice"”), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 thirty (30) days of the receipt of the relevant Breach Notice; and
(iii) in the event that Atlantic fails to be registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended, at any time during the term of this Agreement, the Trust may, upon written notice to Atlantic, immediately terminate this Agreement.
(c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's ’s reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's ’s reasonable out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"“termination costs”); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency Services Agreement (Quaker Investment Trust)
EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any each Fund or with respect to any one or more Class on the earlier of the Services covered by APPENDIX B, as applicable, provided date on which the applicable Company's Registration Statement relating to any one or more the Shares of the Funds, until terminated as to a Fund or a Service provided Class becomes effective or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to a Fundrelate to the Funds.
(b) This Agreement shall continue in effect with respect to a Fund until terminated; provided, that continuance is specifically approved at least annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Directors of each Company who are not parties to this Agreement or interested persons of any such party (other than as a Directors of each Company).
(c) This Agreement may be terminated (A) in its entirety or (B) with respect to a Fund at any Fund (a "PARTIAL TERMINATION")time, without the payment of any penalty:
penalty (i) with by the applicable Board on 60 days' written notice to Forum or without cause, at any time, (ii) by either party Forum on the date specified in a 60 days' written notice to the other party provided not less than 120 days prior to applicable Company. Any termination shall be effective as of the termination date specified in the notice; PROVIDED that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHER, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and.
(iid) for cause This Agreement may be terminated with respect to a Fund at any time by the non-breaching party on immediate written notice thereof to the other party, if where the other party has materially breached any of its obligations hereunder including, with respect to AtlanticForum, the failure by Atlantic Forum to act consistently with the Standard standard of Care care set forth in SECTION 3(ASection 10(a); PROVIDED, HOWEVER, that . Termination pursuant to this subsection shall not be effective in less than thirty (i30) days after written notice thereof from the non-breaching party has first notified the other party of the breach (such party, which termination notice to shall describe the breach) (a "Breach Notice"); provided, and (ii) however, that no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination noticecured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Noticeparty.
(ce) Upon notice of termination by either party of this AgreementAgreement by any party, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic Forum shall promptly transfer to any the party's successor service providers transfer agent the original or copies of all books and records maintained by Atlantic Forum under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) transfer agent in the establishment of the books and records necessary to carry out the successor service providers' transfer agent's responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions obligations of SECTIONS Sections 3, 4, 5, 6, 7, 8, 9, 14 10, 14, 15, and 15 17 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency and Services Agreement (Isi Strategy Fund Inc)