Common use of Term; Liquidated Damages Clause in Contracts

Term; Liquidated Damages. (a) This Agreement shall continue in effect for an initial term of two (2) years from the Effective Date (the "Initial Term"). Thereafter, unless otherwise terminated pursuant to this Agreement, this Agreement shall continue and may be terminated at the end of the Initial Term or at any time thereafter by either party upon ninety (90) days advance written notice to the other party. This Agreement may be terminated at any time, including during the Initial Term, by: (i) mutual agreement of the parties, or (ii) for "cause," as defined below, upon the provision of 30 days advance written notice by the party alleging cause. (b) For purposes of this Section 6, "cause" shall mean (i) a material breach of this Agreement that has not been remedied within 30 days following written notice of such breach from the non-breaching party; (ii) a final, non-appealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; (iii) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors; (iv) the sale or transfer of a controlling interest in, or the sale or transfer of all or substantially all of the assets of BISYS or its parent company, if such sale or transfer results, in the opinion of the Board, in a diminution of services provided to the Trust (with the 30-day termination notice described above to be provided within six months after the Trust receives notice of such sale or transfer); or (v) the submission by BISYS of a "Wells" statement to the Secu▇▇▇▇▇s and Exchange Commission (the "SEC") or the commencement of an enforcement proceeding against BISYS by the SEC (with the 30 day termination notice described above to be provided within 60 days after the terminating party receives notice of the "Wells" submission or the com▇▇▇▇▇ment of the enforcement proceeding).

Term; Liquidated Damages. (a) This Agreement shall continue in effect for an initial term of two (2) three years from the Effective Date (the "“Initial Term"”). Thereafter, unless otherwise terminated pursuant to this Agreement, this Agreement shall continue and be renewed automatically for successive one year periods (“Rollover Periods”). This Agreement may be terminated only (i) by provision of a written notice of non-renewal provided at least 90 days prior to the end of the Initial Term or at any time thereafter by either party upon ninety Rollover Period (90) days advance written which notice of non-renewal will cause this Agreement to terminate as of the other party. This Agreement may be terminated at any time, including during end of the Initial TermTerm or such Rollover Period, by: as applicable), (iii) by mutual agreement of the parties, or (iii) for “cause,” as defined below, upon the provision of 30 days advance written notice by the party alleging cause. After the Initial Term, this Agreement may be terminated (i) by either party at any time for any reason or no reason at all without penalty upon the provision of a minimum of six (6) months’ prior written notice to the other party; (ii) by mutual agreement of the parties; or (iii) for "“cause," ” as defined below, upon the provision of 30 days advance written notice by the party alleging cause. (b) For purposes of this Section 6, "“cause" ” shall mean (ia) a material breach of this Agreement that has not been remedied within 30 days following written notice of such breach from the non-breaching party; (iib) a final, non-appealable unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (iiic) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors; . (c) Notwithstanding the foregoing termination provisions, following any such termination, in the event that Citi in fact continues to perform any one or more of the services contemplated by this Agreement (or any Schedule or exhibit to this Agreement) with the consent of the Company, the provisions of this Agreement, including without limitation the provisions dealing with compensation and indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by Citi but unpaid by the Company upon such termination shall be immediately due and payable upon and notwithstanding such termination. The Company shall pay to Citi, in addition to the fees and expenses provided in Sections 3 and 4 of this Agreement, the amount of all of Citi’s reasonable cash disbursements in connection with Citi’s activities in effecting such termination, including without limitation, the delivery to the Company, its investment adviser and/or other parties of the Company’s property, records, instruments and documents, such amount to be paid on or before the date of such termination. (d) If, for any reason other than (i) non-renewal, (ii) termination by the Administrator upon the provision of six (6) month’s prior written notice, after the Initial Term, (iii) mutual agreement of the parties or (iv) “cause”, the sale or transfer of a controlling interest inCompany terminates this Agreement, or the sale Company terminates Citi’s services, or transfer of all Citi is replaced as service provider to the Company or substantially some or all of the assets of BISYS or its parent companyFunds, if such sale or transfer resultsthen the Company shall make a one-time cash payment to Citi, in the opinion consideration of the Board, in a diminution of fee structure and services provided to the Trust (with the 30-day termination notice described above to be provided within six under this Agreement, equal to the balance that would be due Citi for its services under this Agreement during the lesser of (x) the balance of the Initial Term or any applicable Rollover Period, as the case may be, or (y) 6 months, if the Company is terminating based on establishing, in good-faith, dissatisfaction with the quality of the provision of Services, or 12 months, if the Company is terminating for any other reason, and assuming, in all instances, for purposes of the calculation of the one-time payment that the fees that would be earned by Citi for each month would be based upon the average fees payable to Citi monthly during the 12 months before the date of the event that triggers such payment. (e) In the event that the Company or any Fund is, in part or in whole, liquidated, dissolved, merged into a third party, acquired by a third party, or involved in any other transaction that materially reduces the assets and/or accounts serviced by Citi pursuant to this Agreement during the Initial Term, or after the Trust receives notice Initial Term, if the Company fails to provide a minimum of such sale six (6) months’ advance written notice, the liquidated damages provision set forth above shall be applicable. (f) If one of the events described above is partial (e.g., a termination of Citi as provider of some but not all of the services set forth in this Agreement, or transfera liquidation of some but not all of the Funds); , the liquidated damages amount payable by the Company shall be appropriately adjusted on a pro rata basis. (g) Any liquidated damages amount payable to Citi shall be paid by the Company on or before the date of the event that triggers the payment obligation. (vh) The parties further acknowledge and agree that, upon the occurrence of any of the events described above: (i) a determination of actual damages incurred by Citi would be extremely difficult, and (ii) the submission by BISYS of a "Wells" statement to the Secu▇▇▇▇▇s and Exchange Commission (the "SEC") or the commencement of an enforcement proceeding against BISYS by the SEC (with the 30 day termination notice liquidated damages payment described above is intended to be provided within 60 days after the terminating party receives notice adequately compensate Citi for damages incurred and is not intended to constitute any form of the "Wells" submission or the com▇▇▇▇▇ment of the enforcement proceeding)penalty.

Term; Liquidated Damages. (a) This Agreement shall continue in effect for an initial term of two (2) years from the Effective Date through September 30, 2009 (the "“Initial Term"”). Thereafter, unless otherwise terminated pursuant to this Agreement, this Agreement shall continue and be renewed automatically for successive one year periods (“Rollover Periods”). This Agreement may be terminated only (i) by provision of a written notice of non-renewal provided at least 60 days prior to the end of the Initial Term or at any time thereafter by either party upon ninety Rollover Period (90) days advance written which notice of non-renewal will cause this Agreement to terminate as of the other party. This Agreement may be terminated at any time, including during end of the Initial TermTerm or such Rollover Period, by: as applicable), (iii) by mutual agreement of the parties, or (iiiii) for "“cause," ” as defined below, upon the provision of 30 days advance written notice by the party alleging cause. ,” or (biv) after the Initial Term, by either party, upon the provision of at least sixty (60) days advance written notice to the other party. For purposes of this Section 6Agreement, "“cause" ” shall mean (ia) a material breach of this Agreement that has not been remedied within 30 for thirty (30) days following written notice of such breach from the non-breaching party; (iib) a final, non-appealable unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; (iiic) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors; or (d) as provided in Schedule C (Service Standards). Citi shall not terminate this Agreement pursuant to clause (a) above based solely upon the Company’s failure to pay an amount to Citi which is the subject of a good faith dispute, if (i) the Company is attempting in good faith to resolve such dispute with as much expediency as may be possible under the circumstances, and (ii) the Company continues to perform its obligations hereunder in all other material respects (including paying all fees and expenses not subject to reasonable dispute hereunder). Notwithstanding the foregoing, following any such termination, in the event that Citi in fact continues to perform any one or more of the services contemplated by this Agreement with the consent of the Company, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by Citi but unpaid by the Company upon such termination shall be immediately due and payable upon and notwithstanding such termination. Citi shall be entitled to collect from the Company, in addition to the fees and disbursements provided by Sections 5 and 6 hereof, the amount of all of Citi’s cash disbursements in connection with Citi’s activities in effecting such termination, including without limitation, the delivery to the Company and/or its distributor or investment adviser and/or other parties of the Company’s property, records, instruments and documents, such amount to be paid on or before the date of such termination. If, for any reason other than (i) non-renewal, (ii) mutual agreement of the parties, (iii) “cause”, or (iv) upon at least sixty (60) days advance written notice given by either party after the sale or transfer expiration of a controlling interest inthe Initial Term, the Company terminates this Agreement, or the sale Company terminates Citi’s services, or transfer of all Citi is replaced as service provider (excluding any Sub-Administrator appointed as provided in Section 10 hereof) to the Company or substantially some or all of the Funds, then the Company shall make a one-time cash payment to Citi, in consideration of the fee structure and services to be provided under this Agreement, equal to the balance that would be due Citi for its services under this Agreement during the lesser of (x) the balance of the Initial Term or any applicable Rollover Period, as the case may be, or (y) 12 months, assuming for purposes of the calculation of the one-time payment that the fees that would be earned by Citi for each month would be based upon the average fees payable to Citi monthly during the 12 months before the date of the event that triggers such payment. In the event that the Company or any Fund is, in part or in whole, liquidated, dissolved, merged into a third party, acquired by a third party, or involved in any other transaction that materially reduces the assets and/or accounts serviced by Citi pursuant to this Agreement, the liquidated damages provision set forth above shall be applicable. Notwithstanding the foregoing, up to ten percent (10%) of the aggregate assets of BISYS the Company may be completely dissolved or its parent companyliquidated in any given year without incurring liquidated damages, but only if such sale the dissolution or transfer results, in the opinion liquidation occurs for legitimate economic or regulatory reasons (and is evidenced by a resolution of the Board), in a diminution rather than pursuant to any express or tacit plan, understanding or arrangement whereby the assets of services provided the Fund are designed or intended to migrate, directly or indirectly, to another investment company or other investment vehicle that is not serviced by Citi. If one of the Trust (with the 30-day termination notice events described above is partial (e.g., a termination of Citi as provider of some but not all of the services set forth in this Agreement, or a liquidation of some but not all of the Funds), the liquidated damages amount payable by the Company shall be appropriately adjusted on a pro rata basis. Any liquidated damages amount payable to Citi shall be provided within six months after paid by the Trust receives notice Company on or before the date of such sale or transfer); or the event that triggers the payment obligation. The parties further acknowledge and agree that, upon the occurrence of any of the events described above: (vi) a determination of actual damages incurred by Citi would be extremely difficult, and (ii) the submission by BISYS of a "Wells" statement to the Secu▇▇▇▇▇s and Exchange Commission (the "SEC") or the commencement of an enforcement proceeding against BISYS by the SEC (with the 30 day termination notice liquidated damages payment described above is intended to be provided within 60 days after the terminating party receives notice adequately compensate Citi for damages incurred and is not intended to constitute any form of the "Wells" submission or the com▇▇▇▇▇ment of the enforcement proceeding)penalty.

Term; Liquidated Damages. (a) This Agreement shall continue in effect for an initial term of two (2) years one year from the Effective Date (the "“Initial Term"”). Thereafter, unless otherwise terminated pursuant to this Agreement, this Agreement shall continue and be renewed automatically for successive one year periods (“Rollover Periods”). This Agreement may be terminated only (i) by provision of a written notice of non-renewal provided at least 90 days prior to the end of the Initial Term or at any time thereafter by either party upon ninety Rollover Period (90) days advance written which notice of non-renewal will cause this Agreement to terminate as of the other party. This Agreement may be terminated at any time, including during end of the Initial TermTerm or such Rollover Period, by: as applicable), (iii) by mutual agreement of the parties, or (iiiii) for "“cause," ” as defined below, upon the provision of 30 60 days advance written notice by the party alleging cause. (b) For purposes of this Section 6, "“cause" ” shall mean (ia) a material breach of this Agreement that has not been remedied within 30 days following written notice of such breach from the non-breaching party; (iib) a final, non-appealable unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (iiic) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors; . (ivc) Notwithstanding the sale foregoing termination provisions, following any such termination, in the event that BISYS in fact continues to perform any one or transfer more of a controlling interest inthe services contemplated by this Agreement (or any Schedule or exhibit to this Agreement) with the consent of the Fund, the provisions of this Agreement, including without limitation the provisions dealing with compensation and indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by BISYS but unpaid by the Fund upon such termination shall be immediately due and payable upon and notwithstanding such termination. The Fund shall pay to BISYS, in addition to the fees and expenses provided in Sections 3 and 4 of this Agreement, the amount of all of BISYS’ reasonable cash disbursements in connection with BISYS’ activities in effecting such termination, including without limitation, the delivery to the Fund, its investment adviser and/or other parties of the Fund’s property, records, instruments and documents, such amount to be paid on or before the date of such termination. (d) If, for any reason other than (i) non-renewal, (ii) mutual agreement of the parties or (iii) “cause”, the Fund terminates this Agreement, or the sale Fund terminates BISYS’ services, or transfer BISYS is replaced as service provider to the Fund, then the Fund shall make a one-time cash payment to BISYS, in consideration of all the fee structure and services to be provided under this Agreement, equal to the balance that would be due BISYS for its services under this Agreement during the lesser of (x) the balance of the Initial Term or substantially any applicable Rollover Period, as the case may be, or (y)12 months, assuming for purposes of the calculation of the one-time payment that the fees that would be earned by BISYS for each month would be based upon the average fees payable to BISYS monthly during the 12 months before the date of the event that triggers such payment. (e) In the event that the Fund is, in part or in whole, liquidated, dissolved, merged into a third party, acquired by a third party, or involved in any other transaction that materially reduces the assets and/or accounts serviced by BISYS pursuant to this Agreement, the liquidated damages provision set forth above shall be applicable. (f) If one of the events described above is partial (e.g., a termination of BISYS as provider of some but not all of the assets of services set forth in this Agreement), the liquidated damages amount payable by the Fund shall be appropriately adjusted on a pro rata basis. (g) Any liquidated damages amount payable to BISYS shall be paid by the Fund on or its parent company, if such sale or transfer results, in before the opinion date of the Boardevent that triggers the payment obligation. (h) The parties further acknowledge and agree that, in upon the occurrence of any of the events described above: (i) a diminution determination of services provided to actual damages incurred by BISYS would be extremely difficult, and (ii) the Trust (with the 30-day termination notice liquidated damages payment described above is intended to be provided within six months after the Trust receives notice adequately compensate BISYS for damages incurred and is not intended to constitute any form of such sale or transfer); or (v) the submission by BISYS of a "Wells" statement to the Secu▇▇▇▇▇s and Exchange Commission (the "SEC") or the commencement of an enforcement proceeding against BISYS by the SEC (with the 30 day termination notice described above to be provided within 60 days after the terminating party receives notice of the "Wells" submission or the com▇▇▇▇▇ment of the enforcement proceeding)penalty.

Term; Liquidated Damages. (a) This Agreement shall continue in effect for an initial term of two (2) three years from the Effective Date (the "Initial Term"). Thereafter, unless otherwise terminated pursuant to this Agreement, this Agreement shall continue and be renewed automatically for successive one year periods ("Rollover Periods"). This Agreement may be terminated only (i) by provision of a written notice of non-renewal provided at least 90 days prior to the end of the Initial Term or at any time thereafter by either party upon ninety Rollover Period (90) days advance written which notice of non-renewal will cause this Agreement to terminate as of the other party. This Agreement may be terminated at any time, including during end of the Initial TermTerm or such Rollover Period, by: as applicable), (iii) by mutual agreement of the parties, or (iiiii) for "cause," as defined below, upon the provision of 30 days advance written notice by the party alleging cause. After the Initial Term, this Agreement may be terminated by either party at any time without penalty upon the provision of a minimum of six (6) months' prior written notice to the other party. (b) For purposes of this Section 6, "cause" shall mean (ia) a material breach of this Agreement that has not been remedied within 30 days following written notice of such breach from the non-breaching party; (iib) a final, non-appealable unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (iiic) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors; (iv) the sale or transfer of a controlling interest in, or the sale or transfer of all or substantially all of the assets of BISYS or its parent company, if such sale or transfer results, in the opinion of the Board, in a diminution of services provided to the Trust (with the 30-day termination notice described above to be provided within six months after the Trust receives notice of such sale or transfer); or (v) the submission by BISYS of a "Wells" statement to the Secu▇▇▇▇▇s and Exchange Commission (the "SEC") or the commencement of an enforcement proceeding against BISYS by the SEC (with the 30 day termination notice described above to be provided within 60 days after the terminating party receives notice of the "Wells" submission or the com▇▇▇▇▇ment of the enforcement proceeding).