Common use of Terminations Not Subject to the Termination Payment Amount Clause in Contracts

Terminations Not Subject to the Termination Payment Amount. (A) The Sponsor may, at its discretion, terminate this Agreement if the Marketing Agent announces that it is no longer engaged in the business of structuring, sponsoring, forming, managing, operating, selling, marketing, promoting or distributing ETFs as a result of the wind-down of such business. In such case, the Sponsor will pay no Termination Payment Amount to the Marketing Agent. (B) The Sponsor may, at its discretion, terminate this Agreement if the Marketing Agent is convicted of, or enters a plea of nolo contendere to a felony or any crime involving dishonesty, breach of trust or unethical business conduct in connection with the performance of its obligations under this Agreement or commits any intentional and/or willful act of fraud related to, connected with or otherwise affecting its performance of its obligations under this Agreement. In such case, the Sponsor will pay no Termination Payment Amount to the Marketing Agent. (C) The Sponsor may terminate this Agreement if, as a result of the Marketing Agent’s wilful malfeasance, the Marketing Agent has caused the Sponsor to materially violate applicable Law or suffer material reputational harm to the extent that the Sponsor is no longer able to continue as the Sponsor under the Agreement. In such case, the Sponsor will pay no Termination Payment Amount to the Marketing Agent.

Terminations Not Subject to the Termination Payment Amount. (A) The Sponsor may, at its discretion, terminate this Agreement a Product Annex with respect to a Fund if the Marketing Agent announces that it is no longer engaged in the business of structuring, sponsoring, forming, managing, operating, selling, marketing, promoting or distributing ETFs as a result of the wind-down of such business. In such case, the Sponsor will pay no Termination Payment Amount to the Marketing Agent. (B) The Sponsor may, at its discretion, terminate this Agreement a Product Annex with respect to a Fund if the Marketing Agent is convicted of, or enters a plea of nolo contendere to a felony or any crime involving dishonesty, breach of trust or unethical business conduct in connection with the performance of its obligations under this Agreement with respect to the Fund governed by the Product Annex or commits any intentional and/or willful act of fraud related to, connected with or otherwise affecting its performance of its obligations under this AgreementAgreement with respect to the Fund governed by the Product Annex. In such case, the Sponsor will pay no Termination Payment Amount to the Marketing Agent. (C) The Sponsor may terminate this Agreement a Product Annex with respect to a Fund if, as a result of the Marketing Agent’s wilful malfeasance, the Marketing Agent has caused the Sponsor to materially violate applicable Law or suffer material reputational harm with respect to the extent that the Sponsor is no longer able to continue as the Sponsor under the AgreementFund governed by such Product Annex. In such case, the Sponsor will pay no Termination Payment Amount to the Marketing Agent.