Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice; (j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution; (k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice; (1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 9 contracts
Sources: Fund Participation Agreement (Lincoln Life Variable Annuity Account Q), Fund Participation Agreement (Lincoln National Variable Annuity Acct L), Fund Participation Agreement (Lincoln National Variable Annuity Account C)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is is' delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) ; At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 9 contracts
Sources: Fund Participation Agreement (Llany Separate Account S for Flexible Premium Variable Life Insurance), Fund Participation Agreement (Lincoln New York Account N for Variable Annuities), Fund Participation Agreement (Llany Separate Account S for Flexible Premium Variable Life Insurance)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 7 contracts
Sources: Fund Participation Agreement (SBL Variable Annuity Account Xi), Fund Participation Agreement (Variable Annuity Account A), Fund Participation Agreement (SBL Variable Annuity Account Xiv)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST FUND at any time from the date hereof upon 90 dayssix (6) months' prior written notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUSTFUND's ability to meet and perform TRUSTFUND's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTFUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTFUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST FUND with said termination to be effective upon receipt of notice;
(e) In the event TRUSTFUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs FUND's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUSTFUND;
(h) At the option of TRUSTFUND, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUSTFUND, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUSTFUND, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, FUND and the ADVISER at the option of LIFE COMPANY for so long as LIFE COMPANY desires shall continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have the legal authority to do so, shall be permitted to reallocate investments investment in TRUSTthe FUND, redeem investments in TRUST the FUND and/or invest in TRUST the FUND upon the payment making of additional premiums premium payments under the Existing Contracts. The parties agree that this Section 8.3 shall not apply to any terminations under Article V of this Agreement.
8.4 In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST FUND and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST ADVISER that it wishes to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, exercise the provisions of this Agreement shall remain in effect. The parties agree that this option afforded by Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 8.5 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulationsregulations or as permitted by order of the Securities and Exchange Commission, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST FUND of its intention to do so.
Appears in 6 contracts
Sources: Participation Agreement (Life of Virginia Separate Account 4), Participation Agreement (Life of Virginia Separate Account Ii), Participation Agreement (Life of Virginia Separate Account Iii)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' ’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s or NB MANAGEMENT’s ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 6 contracts
Sources: Fund Participation Agreement (Pacific Select Exec Separate Account of Pacific Life & Annui), Fund Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Fund Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST FUND at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUSTFUND's ability to meet and perform TRUSTFUND's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTFUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTFUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST FUND with said termination to be effective upon receipt of notice;
(e) In the event TRUSTFUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs FUND's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUSTFUND;
(h) At the option of TRUSTFUND, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUSTFUND, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUSTFUND, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided belowFUND shall, at the option of LIFE COMPANY for so long COMPANY, continue to make available additional FUND shares, as LIFE COMPANY desires provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares availableelects, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTFUND, redeem investments in TRUST FUND and/or invest in TRUST FUND upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST FUND and N&B MANAGEMENT ADVISER whether LIFE COMPANY elects for TRUST to continue to make TRUST FUND shares available after such termination. If TRUST FUND shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either FUND or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST FUND of its intention to do so.
Appears in 4 contracts
Sources: Fund Participation Agreement (Galic of New York Separate Account I), Fund Participation Agreement (Annuity Investors Variable Account A), Fund Participation Agreement (Annuity Investors Variable Account A)
Term Termination. 8.1 9.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 9.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Company or TRUST Fund at any time from the date hereof upon 90 days' ninety (90) days notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Company, if TRUST shares Fund Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYthe Company. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYthe Company, said termination to be effective ten days after receipt of notice unless TRUST Fund makes available a sufficient number of shares Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYthe Company, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY Fund by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTthe Company's reasonable judgment, materially impair LIFE COMPANYFund's ability to meet and perform Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of Fund, upon the institution of formal proceedings against the Company by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Fund's reasonable judgment, materially impair the Company's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST Fund with said termination to be effective upon receipt of notice;
(e) In the event TRUSTFund's shares Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Company. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Company;
(g) At the option of LIFE COMPANYthe Company, upon TRUSTs Fund's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Company within ten days after written notice of such breach is delivered to TRUSTFund;
(h) At the option of TRUSTFund, upon LIFE COMPANYthe Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST Fund within ten days after written notice of such breach is delivered to LIFE COMPANYthe Company;
(i) At the option of TRUSTFund, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Company, TRUSTFund, MANAGERS TRUST and N&B MANAGEMENTDistributor, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 9.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 9.2 hereof, TRUST Fund at the option of the Company will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Fund Shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANYthe Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTFund, redeem investments in TRUST Fund and/or invest in TRUST Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 4 contracts
Sources: Fund Participation Agreement (Lord Abbett Series Fund Inc), Fund Participation Agreement (Minnesota Life Variable Universal Life Account), Fund Participation Agreement (Mony Variable Account A)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUSTTrust's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and N&B MANAGEMENT, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 4 contracts
Sources: Participation Agreement (Reliastar Select Life Variable Account), Fund Participation Agreement (Select Life Variable Account), Fund Participation Agreement (Reliastar Bankers Security Life Insurance Co)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' ’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s or NB MANAGEMENT’s ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 4 contracts
Sources: Fund Participation Agreement (Symetra SEPARATE ACCOUNT C), Fund Participation Agreement (Standard Insurance Co), Fund Participation Agreement (Standard Insurance Co)
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Company or TRUST the Trust at any time from the date hereof upon 90 days' ninety (90) days notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Company, if TRUST shares Trust Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYthe Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYthe Company, said termination to be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of shares Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYthe Company, upon the institution of formal proceedings against the Trust by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company's reasonable judgment, materially impair the Trust's ability to meet and perform the Trust's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of the Trust, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYthe Trust's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANYCompany's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST the Trust with said termination to be effective upon receipt of notice;
(e) In the event TRUSTthe Trust's shares Shares are not registeredregistered, issued or sold in accordance with applicable applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Company. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Company;
(g) At the option of LIFE COMPANYthe Company, upon TRUSTs the Trust's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Company within ten days after written advance notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANYthe Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written advance notice of such breach is delivered to LIFE COMPANYthe Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Company, TRUSTthe Trust, MANAGERS TRUST and N&B MANAGEMENTthe Distributor, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST the Trust at the option of the Company will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Trust Shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). , unless the Distributor requests that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners Owners of the Existing Contracts or LIFE COMPANYthe Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Portfolio(s), redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 4 contracts
Sources: Fund Participation Agreement (Allianz Life Variable Account B), Fund Participation Agreement (Allianz Life of Ny Variable Account C), Fund Participation Agreement (Allianz Life Variable Account B)
Term Termination. 8.1 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Company or TRUST the Trust at any time from the date hereof upon 90 180 days' ’ notice, or 30 days’ notice in the event the substitutions contemplated by Section 10.4 are completed, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Company or the Trust, if TRUST Fund shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYContracts. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said the Company. The termination to will be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within said the ten-day period;
(c) At the option of LIFE COMPANYthe Company, upon the institution of formal proceedings against TRUST the Trust, the Distributor or N&B MANAGEMENT Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's the Company’s reasonable judgment, materially impair TRUST's the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY the Company with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTthe Trust, the Distributor or the Adviser, upon the institution of formal proceedings against LIFE COMPANY the Company by the SEC, the National Association of Securities Dealers, Inc.FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's Trust’s reasonable judgment, materially impair LIFE COMPANY's the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST Trust with said termination to be effective upon receipt of notice;
(e) In At the option of the Company, in the event TRUST's the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Company. Termination shall be effective immediately upon such occurrence without noticenotice to the Trust;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Company;
(g) At the option of LIFE COMPANYthe Company, upon TRUSTs the Trust’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Company within ten days after written notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANY's the Company’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written notice of such breach is delivered to LIFE COMPANYthe Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to the Company;
(j) At the option of LIFE COMPANY, with respect the Company in the event that any Fund ceases to qualify as a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms Regulated Investment Company under Subchapter M of the Variable ContractsCode or under any successor or similar provision, provided LIFE COMPANY has given TRUST forty-five (45) days' or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice of to the date of such substitutionTrust;
(k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Company, TRUSTthe Trust, MANAGERS TRUST the Distributor and N&B MANAGEMENTthe Adviser, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3. Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST will the Trust shall, at the option of the Company, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Fund shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY the Company so elects for TRUST to make additional TRUST Fund shares available, the owners of the Existing Contracts or LIFE COMPANYthe Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Trust, redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereofAgreement, LIFE COMPANYthe Company, as promptly as is practicable under the circumstances, shall notify TRUST the Trust, the Distributor and N&B MANAGEMENT the Adviser whether LIFE COMPANY the Company elects for TRUST to continue to make TRUST Fund shares available after such termination. If TRUST Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY or as otherwise provided in this section, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's the Company’s assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY the Company shall not prevent Variable Contract owners from allocating payments to a Portfolio Fund that was otherwise available under the Variable Contracts, until thirty five (305) days after the LIFE COMPANY Company shall have notified TRUST the Trust of its intention to do so. The parties acknowledge and agree that the Company intends (but is not obligated) to “soft close” one or more of the Funds as of May 1, 2021 and to promptly seek and implement substitution of the Funds with other funds, pursuant to which it will redeem Contract owners’ investments in the Funds. The Trust, Distributor, and Advisor agree to facilitate such redemption pursuant to the terms of this Agreement and hereby waive prior notice of such transactions.
Appears in 4 contracts
Sources: Fund Participation Agreement (Principal Life Insurance Co Variable Life Separate Account), Fund Participation Agreement (Principal Life Insurance Co Separate Account B), Fund Participation Agreement (Principal Life Insurance Co Variable Life Sep Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUSTTrust's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and N&B MANAGEMENT, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 4 contracts
Sources: Participation Agreement (United Companies Separate Account One), Participation Agreement (United Companies Separate Account One), Fund Participation Agreement (Sun Life of Canada U S Variable Account G)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT’s ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 4 contracts
Sources: Fund Participation Agreement (Pruco Life of New Jersey Variable Appreciable Account), Fund Participation Agreement (Pruco Life Variable Universal Account), Fund Participation Agreement (Pruco Life Variable Universal Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 4 contracts
Sources: Fund Participation Agreement (Ids Life Variable Account 10), Fund Participation Agreement (Riversource of New York Variable Annuity Account), Fund Participation Agreement (Ids Life of New York Variable Annuity Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate be effective as of the date hereof and shall continue in force until terminated in accordance with the following provisions:provisions herein.
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(1) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the the.Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 3 contracts
Sources: Fund Participation Agreement (Aul American Individual Unit Trust), Fund Participation Agreement (Aul American Individual Variable Annuity Unit Trust), Fund Participation Agreement (Aul American Individual Variable Life Unit Trust)
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Company or TRUST the Corporation at any time from the date hereof upon 90 days' ninety (90) days written notice, unless a shorter time is agreed to by the partiesparties or a longer time is required by law or regulation, including the need to obtain an order from the SEC;
(b) At the option of LIFE COMPANYthe Company, if TRUST shares Portfolio Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYthe Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYthe Company, said termination to be effective ten days after receipt of notice unless TRUST a Portfolio makes available a sufficient number of shares Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYthe Company, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT the Corporation by the SEC, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Corporation’s ability to meet and perform the Corporation’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of the Corporation, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's the Corporation’s reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST the Corporation with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares the Portfolio Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Company. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST the Corporation if the Variable Contracts cease to qualify as life insurance, endowment or annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Corporation reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Company;
(g) At the option of LIFE COMPANYthe Company, upon TRUSTs the Corporation’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Company within ten days after written advance notice of such breach is delivered to TRUSTthe Corporation;
(h) At the option of TRUSTthe Corporation, upon LIFE COMPANY's the Company’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Corporation within ten days after written advance notice of such breach is delivered to LIFE COMPANYthe Company;
(i) At the option of TRUSTthe Corporation, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(kii) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Company, TRUSTthe Corporation, MANAGERS TRUST and N&B MANAGEMENTthe Distributor, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST a Corporation at its option will continue to allow the Separate Accounts to invest in the Portfolios and make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Portfolio Shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY the Corporation so elects for TRUST to allow the Separate Accounts to invest in the Portfolios and make available additional TRUST shares availablePortfolio Shares under such circumstances, the owners Owners of the Existing Contracts or LIFE COMPANYthe Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Portfolio(s), redeem investments in TRUST the Portfolios and/or invest in TRUST the Portfolios upon the payment of additional premiums under the Existing Contracts. In If the event of a termination of this Agreement pursuant Corporation elects not to Section 8.2 hereofallow the Separate Accounts to invest in the Portfolios or make available additional Portfolio Shares under such circumstances, LIFE COMPANY, the Company agrees that it shall take all necessary steps to fully redeem the Separate Accounts’ investment in Portfolio Shares and cease new investment in the Portfolios by the Separate Accounts as promptly as is practicable under practicable, and in no event later than sixth months from the circumstancesdate of termination or later notice from the Corporation. This date shall be extended if, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after within such termination. If TRUST shares continue to be made available after such terminationsix-month period, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable Company has applied to the Variable Contracts (SEC for a substitution order until such time as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do soSEC issue issues such an order.
Appears in 3 contracts
Sources: Fund Participation Agreement (Mutual of America Separate Account No 2), Fund Participation Agreement (Mutual of America Separate Account No 2), Fund Participation Agreement (Mutual of America Separate Account No 3)
Term Termination. 8.1 8.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 8.2. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Life Company or TRUST the Trust at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Life Company or the Trust, if TRUST Fund shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYContracts. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said the Life Company. The termination to will be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within said the ten-day period;
(c) At the option of LIFE COMPANYthe Life Company, upon the institution of formal proceedings against TRUST the Trust, the Distributor or N&B MANAGEMENT Adviser by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYthe Life Company's reasonable judgment, materially impair TRUSTthe Trust's, the Distributor's or the Adviser's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY the Life Company with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTthe Trust, the Distributor or the Adviser, upon the institution of formal proceedings against LIFE COMPANY the Life Company by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTTrust's reasonable judgment, materially impair LIFE COMPANYthe Life Company's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST Trust with said termination to be effective upon receipt of notice;
(e) In At the option of the Life Company, in the event TRUSTthe Trust's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Life Company. Termination shall be effective immediately upon such occurrence without noticenotice to the Trust;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Life Company;
(g) At the option of LIFE COMPANYthe Life Company, upon TRUSTs the Trust's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Life Company within ten days after written notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANYthe Life Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written notice of such breach is delivered to LIFE COMPANYthe Life Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to the Life Company;
(j) At the option of LIFE COMPANY, with respect the Life Company in the event that any Fund ceases to qualify as a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms Regulated Investment Company under Subchapter M of the Variable ContractsCode or under any successor or similar provision, provided LIFE COMPANY has given TRUST forty-five (45) days' or if the Life Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice of to the date of such substitutionTrust;
(k) At the option of the Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Life Company, TRUSTthe Trust, MANAGERS TRUST the Distributor and N&B MANAGEMENTthe Adviser, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 8.3. Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will the Trust shall, at the option of the Life Company, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Fund shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY the Life Company so elects for TRUST to make additional TRUST Fund shares available, the owners of the Existing Contracts or LIFE COMPANYthe Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Trust, redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereofAgreement, LIFE COMPANYthe Life Company, as promptly as is practicable under the circumstances, shall notify TRUST the Trust, the Distributor and N&B MANAGEMENT the Adviser whether LIFE COMPANY the Life Company elects for TRUST to continue to make TRUST Fund shares available after such termination. If TRUST Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 8.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANYthe Life Company's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY the Life Company shall not prevent Variable Contract owners from allocating payments to a Portfolio Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY Life Company shall have notified TRUST the Trust of its intention to do so.
Appears in 3 contracts
Sources: Fund Participation Agreement (Lincoln Variable Insurance Products Trust), Fund Participation Agreement (Lincoln Variable Insurance Products Trust), Fund Participation Agreement (Lincoln Variable Insurance Products Trust)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST FUND at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUSTFUND's ability to meet and perform TRUSTFUND's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTFUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTFUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST FUND with said termination to be effective upon receipt of notice;
(e) In the event TRUSTFUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs FUND's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUSTFUND;
(h) At the option of TRUSTFUND, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUSTFUND, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUSTFUND, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At notice except that no such termination shall occur and no prior written consent need be given for FUND to assign this Agreement to a successor entity organized for the option purpose of LIFE COMPANY if allowing the FUND to redomesticate to a Portfolio fails to satisfy the diversification requirements set forth different jurisdiction in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817a tax-5. Termination shall be effective immediately upon noticefree reorganization.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST FUND at LIFE COMPANY's option will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)FUND shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST ) unless FUND discontinues to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST FUND shares available after such terminationto all beneficial owners. If TRUST FUND shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST FUND of its intention to do so.
Appears in 3 contracts
Sources: Fund Participation Agreement (Mony Variable Account L), Fund Participation Agreement (Mony Variable Account A), Fund Participation Agreement (Mony America Variable Account L)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' ’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s ability to meet and perform TRUST's ’s obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days’ prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 3 contracts
Sources: Fund Participation Agreement (Separate Account I of Integrity Life Insurance Co), Fund Participation Agreement (Separate Account I of National Integrity Life Ins Co), Fund Participation Agreement (Separate Account I of National Integrity Life Ins Co)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-forty- five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1l) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Lincoln National Variable Annuity Acct L GRP Var Annuity I), Fund Participation Agreement (Lincoln Life & Annuity Var Ann Sep Acct L Group Var Ann Iii)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 60 days' ’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten (10) days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-ten (10) day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT DISTRIBUTOR by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s or DISTRIBUTOR ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon ten (10) days after receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon ten (10) days after receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without noticeten (10) days after notice to TRUST;
(f) At the option of TRUST TRUST, if the Variable Contracts cease to qualify as annuity contracts or life insurance contractspolicies, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon ten (10) days after receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten (10) days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten (10) days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticeten (10) days after notice to LIFE COMPANY;
(j) At the option of LIFE COMPANY, with respect in the event that any Portfolio ceases to qualify as a PortfolioRegulated Investment Company under Subchapter M of the Code or under any successor or similar provision, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective ten (10) days after notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY, in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective ten (10) days after notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTDISTRIBUTOR, termination shall be effective immediately upon ten (10) days after such occurrence without notice;; and
(1m) At the option of the LIFE COMPANY, it may substitute shares of another investment company or series thereof for shares of the TRUST in accordance with the terms of the Variable Contracts, provided that the LIFE COMPANY if a Portfolio fails has given at least forty-five days prior written notice to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within TRUST of the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon noticedate of substitution.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT DISTRIBUTOR whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Phoenix Life Variable Accumulation Account), Fund Participation Agreement (Phoenix Life & Annuity Variable Universal Life Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At The term of this Lease shall commence on the option date set forth as the Rent Commencement Date in the Fundamental Lease Provisions, provided the Premises are "ready for occupancy" (as that term is defined in Section 7 hereof), but if the Premises are not ready for occupancy on such date then the term shall commence on the date which is seven (7) days after the mailing of LIFE COMPANY or TRUST at any time notice by Landlord to Tenant that the Premises are "ready for occupancy". The term shall be for the period set forth in the Fundamental Lease Provisions, plus, if the Rent Commencement Date shall not be the first day of a month, the part of a month from the date hereof of the Rent Commencement Date to the last day of the calendar month in which it occurs. Each of the parties hereto agrees upon 90 days' noticedemand of the other, unless to execute a shorter time is agreed declaration expressing the commencement date of the term as soon as the commencement date has been determined. If Tenant, or its contractors, are permitted to by take possession prior to the parties;Rent Commencement Date, Tenant shall comply with all terms and conditions of the Lease other than payment of Basic Annual Rent, Taxes or Operating Costs.
(b) At This Lease shall terminate at the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements end of the Variable Contracts original term hereof, or any extension or renewal thereof without the necessity of any notice from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate the Premises and agrees that Landlord shall be entitled to the benefit of all provisions of law respecting the summary recovery of possession of premises from a tenant holding over to the same extent as determined by LIFE COMPANYif statutory notice had been given. Prompt For the period of four (4) months prior to the expiration of the term, or any renewal or extension thereof, and provided that Tenant has not provided Landlord with notice of election Tenant’s intent to terminate exercise its option to renew pursuant to this Section 8.2(b) the terms and conditions below, Landlord shall be furnished by LIFE COMPANY, said termination have the right to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares show the Premises and all parts hereof to reasonably meet the requirements of the Variable Contracts within said ten-day period;prospective tenants during normal business hours.
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST expiration or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any earlier termination of this Agreement pursuant Lease, Tenant shall, at Tenant's expense, remove all of Tenant's personal property and repair all injury done to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares the Premises or any part of the Portfolios designated Premises by or in Appendix B)connection with the installation or removal of said property, and surrender the Premises, broom clean and in as provided below, good condition as they were at the option beginning of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms term, reasonable wear and conditions tear excepted. All property of this Agreement, for all Variable Contracts in effect Tenant remaining on the effective date of Premises after the expiration or earlier termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, Lease shall be permitted to reallocate investments in TRUSTconclusively deemed abandoned and at Landlord's option, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to may be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement retained by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactionsLandlord, or as required may be removed by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts)Landlord, and LIFE COMPANY Tenant shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under reimburse Landlord for the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall cost of such removal. Landlord may have notified TRUST of its intention to do soany such property stored at Tenant's risk and expense.
Appears in 2 contracts
Sources: Lease Agreement (United Bancshares Inc /Pa), Lease Agreement (United Bancshares Inc /Pa)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' ’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’S reasonable judgment, materially impair TRUST's ’S or NB MANAGEMENT’S ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’S reasonable judgment, materially impair LIFE COMPANY's ’S ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's ’S shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’S breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’S breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Principal Life Insurance Co Separate Account B), Fund Participation Agreement (Principal Life Insurance Co Variable Life Sep Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' written notice, as provided in Article IX- Notices, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccount B or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (American Fidelity Separate Account B), Fund Participation Agreement (American Fidelity Separate Account C)
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Company or TRUST the Trust at any time from the date hereof upon 90 days' ninety (90) days notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Company, if TRUST shares Trust Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYthe Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYthe Company, said termination to be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of shares Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYthe Company, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT the Trust by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company's reasonable judgment, materially impair the Trust's ability to meet and perform the Trust's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of the Trust, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYthe Trust's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANYCompany's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST the Trust with said termination to be effective upon receipt of notice;
(e) In the event TRUSTthe Trust's shares Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Company. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Company;
(g) At the option of LIFE COMPANYthe Company, upon TRUSTs the Trust's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Company within ten days after written advance notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANYthe Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written advance notice of such breach is delivered to LIFE COMPANYthe Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(kii) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Company, TRUSTthe Trust, MANAGERS TRUST and N&B MANAGEMENTthe Distributor, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST the Trust at the option of the Company will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Trust Shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). , unless the Distributor requests that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners Owners of the Existing Contracts or LIFE COMPANYthe Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Portfolio(s), redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Lincoln New York Account N for Variable Annuities), Fund Participation Agreement (Lincoln Life Variable Annuity Account N)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUSTTrust's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST'S or MANAGERS TRUST'S breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST or MANAGERS TRUST, as appropriate;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and N&B MANAGEMENT, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 If this Agreement is terminated as to any Portfolio by the TRUST pursuant to Section 8.2(a), N&B Management will reimburse LIFE COMPANY for its reasonable costs and expenses in substituting shares of another investment portfolio for the affected Portfolio, or otherwise terminating the participation of the Variable Contracts in such Portfolio. The costs associated with such may include such expenditures as (1) outside counsel fees related to obtaining an exemption order from the SEC and (2) drafting, printing, and mailing costs of the necessary notification forms to be mailed to affected contract holders.
8.5 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Conseco Variable Annuity Account E), Fund Participation Agreement (Great American Reserve Insurance Co)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUSTTrust's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and NB MANAGEMENT, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (First Penn Pacific Variable Life Insurance Separate Account), Fund Participation Agreement (Usl Separate Account Usl Vl-R)
Term Termination. 8.1 8.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 8.2. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' ’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s or NB MANAGEMENT’s ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 8.3. Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 8.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Prudential Variable Contract Account Gi-2), Participation Agreement (Prudential Variable Contract Account Gi-2)
Term Termination. 8.1 8.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 8.2. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Life Company or TRUST the Trust at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Life Company or the Trust, if TRUST Fund shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYContracts. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said the Life Company. The termination to will be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within said the ten-day period;
(c) At the option of LIFE COMPANYthe Life Company, upon the institution of formal proceedings against TRUST the Trust, the Distributor or N&B MANAGEMENT Adviser by the SEC, the FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYthe Life Company's reasonable judgment, materially impair TRUSTthe Trust's, the Distributor's or the Adviser's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY the Life Company with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTthe Trust, the Distributor or the Adviser, upon the institution of formal proceedings against LIFE COMPANY the Life Company by the SEC, the National Association of Securities Dealers, Inc.FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTTrust's reasonable judgment, materially impair LIFE COMPANYthe Life Company's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST Trust with said termination to be effective upon receipt of notice;
(e) In At the option of the Life Company, in the event TRUSTthe Trust's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Life Company. Termination shall be effective immediately upon such occurrence without noticenotice to the Trust;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Life Company;
(g) At the option of LIFE COMPANYthe Life Company, upon TRUSTs the Trust's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Life Company within ten days after written notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANYthe Life Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written notice of such breach is delivered to LIFE COMPANYthe Life Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to the Life Company;
(j) At the option of LIFE COMPANY, with respect the Life Company in the event that any Fund ceases to qualify as a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms Regulated Investment Company under Subchapter M of the Variable ContractsCode or under any successor or similar provision, provided LIFE COMPANY has given TRUST forty-five (45) days' or if the Life Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice of to the date of such substitutionTrust;
(k) At the option of the Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Life Company, TRUSTthe Trust, MANAGERS TRUST the Distributor and N&B MANAGEMENTthe Adviser, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 8.3. Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will the Trust shall, at the option of the Life Company, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Fund shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY the Life Company so elects for TRUST to make additional TRUST Fund shares available, the owners of the Existing Contracts or LIFE COMPANYthe Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Trust, redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereofAgreement, LIFE COMPANYthe Life Company, as promptly as is practicable under the circumstances, shall notify TRUST the Trust, the Distributor and N&B MANAGEMENT the Adviser whether LIFE COMPANY the Life Company elects for TRUST to continue to make TRUST Fund shares available after such termination. If TRUST Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANYthe Life Company's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY the Life Company shall not prevent Variable Contract owners from allocating payments to a Portfolio Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY Life Company shall have notified TRUST the Trust of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Lincoln Variable Insurance Products Trust), Fund Participation Agreement (Lincoln Variable Insurance Products Trust)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTWPG, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and WPG, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio Fund that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Great American Reserve Variable Annuity Account G), Fund Participation Agreement (Great American Reserve Insurance Co)
Term Termination. 8.1 8.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 8.2. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Life Company or TRUST the Trust at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Life Company or the Trust, if TRUST Fund shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYContracts. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said the Life Company. The termination to will be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within said the ten-day period;
(c) At the option of LIFE COMPANYthe Life Company, upon the institution of formal proceedings against TRUST the Trust, the Distributor or N&B MANAGEMENT Adviser by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYthe Life Company's reasonable judgment, materially impair TRUSTthe Trust's, the Distributor's or the Adviser's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY the Life Company with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTthe Trust, the Distributor or the Adviser, upon the institution of formal proceedings against LIFE COMPANY the Life Company by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTTrust's reasonable judgment, materially impair LIFE COMPANYthe Life Company's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST Trust with said termination to be effective upon receipt of notice;
(e) In At the option of the Life Company, in the event TRUSTthe Trust's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Life Company. Termination shall be effective immediately upon such occurrence without noticenotice to the Trust;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Life Company;
(g) At the option of LIFE COMPANYthe Life Company, upon TRUSTs the Trust's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Life Company within ten days after written notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANYthe Life Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written notice of such breach is delivered to LIFE COMPANYthe Life Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to the Life Company;
(j) At the option of LIFE COMPANY, with respect the Life Company in the event that any Fund ceases to qualify as a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms Regulated Investment Company under Subchapter M of the Variable ContractsCode or under any successor or similar provision, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of or if the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails Life Company reasonably believes that any Fund may fail to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5so qualify. Termination shall be effective immediately upon noticenotice to the Trust; and
(k) At the option of the Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust.
8.3 8.3. Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will the Trust shall, at the option of the Life Company, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Fund shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY the Life Company so elects for TRUST to make additional TRUST Fund shares available, the owners of the Existing Contracts or LIFE COMPANYthe Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Trust, redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereofAgreement, LIFE COMPANYthe Life Company, as promptly as is practicable under the circumstances, shall notify TRUST the Trust, the Distributor and N&B MANAGEMENT the Adviser whether LIFE COMPANY the Life Company elects for TRUST to continue to make TRUST Fund shares available after such termination. If TRUST Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 8.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANYthe Life Company's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY the Life Company shall not prevent Variable Contract owners from allocating payments to a Portfolio Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY Life Company shall have notified TRUST the Trust of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Lincoln Variable Insurance Products Trust), Fund Participation Agreement (Riversource Variable Annuity Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST FUND at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUSTFUND's ability to meet and perform TRUSTFUND's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTFUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTFUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST FUND with said termination to be effective upon receipt of notice;
(e) In the event TRUSTFUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs FUND's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUSTFUND;
(h) At the option of TRUSTFUND, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUSTFUND, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUSTFUND, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1k) At the option of the LIFE COMPANY by written notice to the FUND and ADVISER with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if a Portfolio fails the LIFE COMPANY reasonably believes that the FUND may fail to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5so qualify. Termination shall be effective immediately upon such occurrence without notice;
(l) At the option of the LIFE COMPANY by written notice to the FUND and ADVISER with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Section 2.6. Termination shall be effective upon such occurrence without notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will FUND at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)FUND shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY FUND desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY FUND so elects for TRUST to make additional TRUST FUND shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTFUND, redeem investments in TRUST FUND and/or invest in TRUST FUND upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYFUND and ADVISER, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether FUND elects for TRUST to continue to make TRUST FUND shares available after such termination. If TRUST FUND shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either FUND or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST FUND of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (WRL Series Life Corporate Account), Fund Participation Agreement (Transamerica Corporate Separate Account Sixteen)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten (10) days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-ten (10) day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT DISTRIBUTOR by the SEC, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or DISTRIBUTOR ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon ten (10) days after receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon ten (10) days after receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without noticeten (10) days after notice to TRUST;
(f) At the option of TRUST TRUST, if the Variable Contracts cease to qualify as annuity contracts or life insurance contractspolicies, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon ten (10) days after receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten (10) days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten (10) days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticeten (10) days after notice to LIFE COMPANY;
(j) At the option of LIFE COMPANY, with respect in the event that any Portfolio ceases to qualify as a Portfolioregulated investment company under Subchapter M of the Code or under any successor or similar provision, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective ten (10) days after notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY, in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective ten (10) days after notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTDISTRIBUTOR, termination shall be effective immediately upon ten (10) days after such occurrence without notice;; and
(1m) At the option of the LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination COMPANY, it may substitute shares of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to another investment company or series thereof for shares of the Portfolios designated TRUST in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to accordance with the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after provided that the LIFE COMPANY shall have notified has given at least forty-five days prior written notice to the TRUST of its intention to do sothe date of substitution.
Appears in 2 contracts
Sources: Fund Participation Agreement (Cuna Mutual Variable Annuity Account), Fund Participation Agreement (Ultra Series Fund)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST FUND at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUSTFUND's ability to meet and perform TRUSTFUND's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTFUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTFUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST FUND with said termination to be effective upon receipt of notice;
; (e) In the event TRUSTFUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Participation Agreement (Aul American Individual Unit Trust), Fund Participation Agreement (Aul American Unit Trust)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-ten- day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's 'S reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days' prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Phoenix Life Variable Universal Life Account), Fund Participation Agreement (Phoenix Life & Annuity Variable Universal Life Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST TRUST, with respect to some or all of the Portfolios, at any time from the date hereof upon 90 days' notice60 days advance written notice to the other parties, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST Portfolio shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY; provided that such termination shall apply only to the Portfolio whose shares are not reasonably available;
(c) At the option of LIFE COMPANY, if LIFE COMPANY shall determine, in its sole judgment exercised in good faith, that either TRUST or NB MANAGEMENT has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement, or is subject to material adverse publicity. Prompt written notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, COMPANY with said termination to be effective ten days after upon receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day periodwritten notice;
(cd) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s or NB MANAGEMENT’s ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt written notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of written notice;
(de) At the option of TRUST, if TRUST shall determine, in its sole judgment exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement, or is subject to material adverse publicity. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice;
(f) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice;
(eg) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticewritten notice to TRUST;
(fh) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may will fail to so qualify, where such failure to qualify is not attributable to any action or absence of action on the part of TRUST or NB MANAGEMENT. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(gi) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(hj) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(ik) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(jl) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect or if LIFE COMPANY reasonably believes that any Portfolio may fail to a Portfolio, so qualify. Termination shall be effective immediately upon notice to the vote of Variable Contract Owners and written approval TRUST;
(m) At the option of LIFE COMPANY to substitute shares of another investment company for in the shares of event that any Portfolio fails to meet the diversification requirements specified in accordance with the terms of the Variable Contracts, provided Article IT hereof or if LIFE COMPANY has given TRUST forty-five (45) days' reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice of to the date of such substitutionTRUST;
(kn) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At , unless the option of LIFE COMPANY if a Portfolio fails party whose rights were not assigned elects to satisfy continue the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon noticeAgreement.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the all applicable provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply effect until such time as the LIFE COMPANY elects to any terminations discontinue the availability of this Agreement by TRUST shares under the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofVariable Contracts.
8.4 Except as necessary to implement Variable Contract owner initiated transactionstransactions or other transactions described in the prospectus or offering memorandum for the Variable Contracts, or as required by state insurance laws or regulations, or other applicable legal precedent, or as necessary to effect a substitution (including but not limited to, a substitution permitted by the SEC pursuant to Section 26(c) of the ‘40 Act), LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
8.5 In the event that the Agreement is terminated pursuant to Section 8.2(b), 8.2(c), 8.2(d), 8.2(g), 8.2(i), 8.2(1), or 8.2(m) or TRUST chooses to liquidate or liquidate a Portfolio, TRUST shall reimburse LIFE COMPANY for all expenses that LIFE COMPANY reasonably incurs in connection with the substitution of shares of another investment company or companies for the shares of the Portfolio(s) as to which the Agreement has been terminated.
Appears in 2 contracts
Sources: Fund Participation Agreement (Northwestern Mutual Variable Life Account II), Fund Participation Agreement (NML Variable Annuity Account A)
Term Termination. 8.1 8.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 8.2. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Life Company or TRUST the Trust at any time from the date hereof upon 90 days' written notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Life Company or the Trust, if TRUST Fund shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYContracts. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said the Life Company. The termination to will be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within said the ten-day period;
(c) At the option of LIFE COMPANYthe Life Company, upon the institution of formal proceedings against TRUST the Trust, the Distributor, or N&B MANAGEMENT Adviser by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment, or outcome of which would, in the Life Company's reasonable judgment, materially impair the Trust's, the Distributor's, or the Adviser's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Life Company with said termination to be effective upon receipt of notice;
(d) At the option of the Trust, the Distributor, or the Adviser, upon the institution of formal proceedings against the Life Company by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYTrust's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANYLife Company's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST Trust with said termination to be effective upon receipt of notice;
(e) In At the option of the Life Company, in the event TRUSTthe Trust's shares are not registered, issued issued, or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Life Company. Termination shall be effective immediately upon such occurrence without noticenotice to the Trust;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Life Company;
(g) At the option of LIFE COMPANYthe Life Company, upon TRUSTs the Trust's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Life Company within ten days after written notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANYthe Life Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written notice of such breach is delivered to LIFE COMPANYthe Life Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued issued, or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to the Life Company;
(j) At the option of LIFE COMPANY, with respect the Life Company in the event that any Fund ceases to qualify as a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms Regulated Investment Company under Subchapter M of the Variable ContractsCode or under any successor or similar provision, provided LIFE COMPANY has given TRUST forty-five (45) days' or if the Life Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice of to the date of such substitutionTrust;
(k) At the option of the Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Life Company, TRUSTthe Trust, MANAGERS TRUST the Distributor, and N&B MANAGEMENTthe Adviser, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 8.3. Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will the Trust shall, at the option of the Life Company, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Fund shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY the Life Company so elects for TRUST to make additional TRUST Fund shares available, the owners of the Existing Contracts or LIFE COMPANYthe Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Trust, redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereofAgreement, LIFE COMPANYthe Life Company, as promptly as is practicable under the circumstances, shall notify TRUST the Trust, the Distributor, and N&B MANAGEMENT the Adviser whether LIFE COMPANY the Life Company elects for TRUST to continue to make TRUST Fund shares available after such termination. If TRUST Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 8.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANYthe Life Company's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY the Life Company shall not prevent Variable Contract owners from allocating payments to a Portfolio Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY Life Company shall have notified TRUST the Trust of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Corporate Sponsored Vul Separate Account I), Fund Participation Agreement (Lincoln Variable Insurance Products Trust)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1l) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Lincoln National Variable Annuity Account C), Fund Participation Agreement (Lincoln National Variable Annuity Account C)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT ADVISER by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and perform TRUST's or ADVISER's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.within ten
Appears in 2 contracts
Sources: Fund Participation Agreement (Sep Acct Va K Execannuity of Allmerica Fin Lfe Ins & Ann Co), Fund Participation Agreement (Separate Acct Va K of First Allmerica Financial Life Ins Co)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten (10) days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-ten (10) day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon ten (10) days after receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon ten (10) days after receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without noticeten (10) days after notice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon ten (10) days after receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten (10) days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten (10) days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticeten (10) days after notice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective ten (10) days after notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective ten (10) days after notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon ten (10) days after such occurrence without notice;
(1m) At the option of the LIFE COMPANY, it may substitute shares of another investment company or series thereof for shares of the TRUST in accordance with the terms of the Contracts, provided that the LIFE COMPANY if has given at least forty-five days prior written notice to the TRUST of the date of substitution;
(n) At the option of the LIFE COMPANY, it may elect to move from a Portfolio fails direct Advisory relationship to satisfy a Subadvised amendment with NB MANAGEMENT provided that the diversification requirements set forth in Section 2.7 hereof LIFE COMPANY has given at least forty-five days prior written notice to the TRUST, and does not cure such failure within that NB MANAGEMENT will give the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon noticeLIFE COMPANY its best efforts to effect this change.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 2 contracts
Sources: Fund Participation Agreement (Phoenix Life Variable Accumulation Account), Fund Participation Agreement (Phoenix Life Variable Universal Life Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, . the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(1) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Principal Life Insurance Co Variable Life Sep Account)
Term Termination. 8.1 This Agreement 1. The IGSDC as well as IGSDC shall have right to terminate the agreement by giving three months? notice in writing to the other party. In the event of termination of the agreement by IGSDC, all records, information including documents etc. shall be effective returned by IGSDC to the IGSDC as per instructions of the date hereof and IGSDC.
2. The GSC shall continue have a right to terminate the agreement immediately by giving a notice in force until terminated writing to GSC in accordance the following eventualities:
a. If any Receiver/Liquidator is appointed in connection with the provisions hereinbusiness of the IGSDC?s transfers substantial assets in favor of its creditors or any orders / directions are issued by any Authority / Regulator which has the effect of suspension of the business of IGSDC.
8.2 This Agreement shall terminate in accordance with b. If IGSDC applies to the following provisions:
(a) At the option of LIFE COMPANY Court or TRUST at any time from the date hereof upon 90 days' notice, unless passes a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts resolution for voluntary declaration as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST an Insolvent person or N&B MANAGEMENT by the SEC, business entity or any other regulatory body, the expected creditor /person files a petition for winding or anticipated ruling, judgment or outcome dissolution of which wouldIGSDC.
c. If IGSDC, in LIFE COMPANY's the reasonable judgment, materially impair TRUST's ability opinion of the IGSDC is unable to meet and perform TRUST's obligations and duties hereunder pay its debts or N&B MANAGEMENT's ability discharge its liabilities in normal course of business.
d. If IGSDC is unable to manage any Portfolio. Prompt notice render the services up to the mark as envisaged under this agreement upon a reasonable assessment of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY circumstances by the SECIGSDC which affect rendering of the services by IGSDC as envisaged underthis agreement.
e. If any acts of commission or omission on the part of IGSDC or its agents, employees, representatives in the National Association reasonable opinion of Securities Dealers, Inc., the IGSDC tantamount to fraud or any other regulatory body, prejudicial to the expected interest of the IGSDC or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereundertheir customers.
3. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice termination of the date of such substitution;agreement by the IGSDCpursuant to clause L.1 hereinabove, IGSDCshall be liable and responsible to return all records and information in its possession as envisaged under clause L.2 above.
(k) 4. IGSDCwill have exclusivity at the IGSDC
5. In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this the Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares or on the expiry of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions term/ renewed term of this Agreement, for the IGSDCshall render all Variable Contracts reasonable assistance and help to the IGSDCand any new IGSDCengaged by the IGSDCfor the smooth switch over and continuity of the Services or if so required by the IGSDCtake all necessary steps to bring the Services to a close in effect a prompt and orderly manner.
6. Poor performance, non-compliance of the requisite conditions, clauses, directions, any customer complaint against IGSDCetc. on the effective part of IGSDC.
7. Upon termination or expiration of this Agreement, all rights and obligations of the Parties hereunder shall cease, except: (a) such rights and obligations as may have accrued on the date of termination or expiration; (b) the obligation of confidentiality; and (c) any right which a Party may have under the Application Law
1. Any and all disputes, controversies and conflicts ("Disputes") arising out of this Agreement or in connection with this Agreement or the performance or non- performanceof the rights and obligations set forth herein, or the breach, termination, invalidity or interpretation thereof shall be referred for arbitration in terms of the Arbitration and Conciliation Act, 1996 (Arbitration Act) or any amendments thereof. Prior tosubmitting the Disputes to arbitration the parties shall make all endeavors to settle the dispute/s through mutual negotiation and discussions. In the event that the said dispute/s are not settled within 30 days of the arising thereof as evidenced throughthe first written communication from any party notifying the other regarding the disputes, the same shall finally be settled and determined by arbitration as above.
2. The place of arbitration shall be at Delhi and the language used in the arbitral proceedings shall be English. Arbitration sh all be conducted by a mutually appointed sole arbitrator. If the Parties are unable to agree upon a Sole Arbitrator, each Party shall appoint one arbitrator and the two arbitrators so appointed by the Parties shall appoint the third arbitrator, who shall be the Chairman of the Arbitral Tribunal.
3. The arbitral award shall be in writing and subject to the provisions of the Arbitration and Conciliation Act, 1996 Act shall be enforceable in any court of competentjurisdiction.
4. Pending the submission to arbitration and there after, till the Arbitrator or the Arbitral Tribunal renders the award or deci sion, the Parties shall, except in the event of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as any interim order/award is practicable granted under the circumstancesafore stated Act, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of perform their obligations under this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofAgreement.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Services Agreement
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY NATIONWIDE or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYNATIONWIDE, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYNATIONWIDE. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYNATIONWIDE, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYNATIONWIDE, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYNATIONWIDE's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY NATIONWIDE with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY NATIONWIDE and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANYNATIONWIDE's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYNATIONWIDE. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYNATIONWIDE;
(g) At the option of LIFE COMPANYNATIONWIDE, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY NATIONWIDE within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANYNATIONWIDE's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANYNATIONWIDE;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANYNATIONWIDE, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANYNATIONWIDE, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify NATIONWIDE whether TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or NATIONWIDE may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days' prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY NATIONWIDE shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANYNATIONWIDE's assets held in the Separate Accounts), and LIFE COMPANY NATIONWIDE shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY NATIONWIDE shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Nationwide Vli Separate Account 4)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated 16rminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, with respect to some or all of the Portfolios unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;; 8
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the, option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, by written notice to TRUST, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance the event the Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M or fails to comply with the terms Section 817(h) diversification requirements of the Variable ContractsCode and the Regulations thereunder, provided or if LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of reasonably believes that such substitution;Portfolio may fail to qualify or so comply.
(k) At the option of TRUST, by written notice to LIFE COMPANY, if TRUST shall determine, in its sole judgment exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its financial condition since the date of this Agreement or is the subject of material adverse publicity.
(l) At the option of LIFE COMPANY, by written notice to TRUST, if LIFE COMPANY shall determine, in its sole judgment exercised in good faith, that TRUST has suffered a material adverse change in its financial condition since the date of this Agreement 'or is the subject of material adverse publicity. In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will LIFE COMPANY at its option may elect to continue to make available purchase additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Portfolio shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make purchase additional TRUST shares availablePortfolio shares, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Portfolios of the TRUST, redeem investments in the Portfolios of the TRUST and/or invest in the Portfolios of the TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under within ten (10) days of the circumstancesdate of the notice of termination, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST purchase Portfolio shares available after such termination. If TRUST Portfolio shares continue to be made available purchased after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 In no event shall not apply the election to any terminations continue by LIFE COMPANY be effective for more than six (6) months after the date of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereoftermination.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Participation Agreement (United of Omaha Separate Account C)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the partiesLIFE COMPANY;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten thirty (30) days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-thirty (30) day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT DISTRIBUTOR by the SEC, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or DISTRIBUTOR ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon thirty (30) days after receipt of noticenotice unless such proceedings are dismissed within such thirty (30) day period;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon thirty (30) days after receipt of noticenotice unless such proceedings are dismissed within such thirty (30) day period;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon thirty (30) days after notice to TRUST unless such occurrence without noticematters are cured by TRUST within such thirty (30) day period;
(f) At the option of TRUST TRUST, if the Variable Contracts cease to qualify as annuity contracts or life insurance contractspolicies, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon thirty (30) days after receipt of notice by LIFE COMPANYCOMPANY unless such matters are cured by LIFE COMPANY within such thirty (30) day period;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the reasonable satisfaction of LIFE COMPANY within ten thirty (30) days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the reasonable satisfaction of TRUST within ten thirty (30) days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon thirty (30) days after notice to LIFE COMPANY unless such occurrence without noticematters are cured by LIFE COMPANY within such thirty (30) day period;
(j) At the option of LIFE COMPANY, with respect in the event that any Portfolio ceases to qualify as a Portfolioregulated investment company under Subchapter M of the Code or under any successor or similar provision, upon or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify, then LIFE COMPANY may terminate such Portfolio as a funding vehicle. Termination of such Portfolio shall be effective thirty (30) days after notice to the vote of Variable Contract Owners and written approval TRUST unless such matters are cured by TRUST within such thirty (30) day period; and
(k) At the option of LIFE COMPANY, in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements, then LIFE COMPANY may terminate such Portfolio as a funding vehicle. Termination of such Portfolio shall be effective thirty (30) days after notice to the TRUST unless such matters are cured by TRUST within such thirty (30) day period.
8.3 Except in cases described in Sections 8.2(b), (c), (e), (g), (j) and (k), LIFE COMPANY shall not take any actions to terminate this Agreement or exchange, replace or otherwise substitute shares of another investment company or series thereof for the shares of any Portfolio in accordance with the terms TRUST for a period of eight (8) years following the Variable ContractsEffective Date, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS the TRUST and N&B MANAGEMENTthe DISTRIBUTOR. Thereafter, termination this Agreement shall be effective immediately upon such occurrence without notice;
automatically renew for successive one (1) At year periods beginning with the option month and day of the Effective Date unless terminated by mutual written agreement of the TRUST, DISTRIBUTOR and LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon noticeCOMPANY.
8.3 Notwithstanding any termination of this 8.4 This Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums rights and obligations under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations be binding upon the respective successors and assigns of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofparties.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Cuna Mutual Variable Annuity Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;.
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Variable Annuity Account)
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Company or TRUST the Trust at any time from the date hereof upon 90 days' ninety (90) days notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Company, if TRUST shares Trust Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYthe Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYthe Company, said termination to be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of shares Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYthe Company, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT the Trust by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company's reasonable judgment, materially impair the Trust's ability to meet and perform the Trust's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of the Trust, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYthe Trust's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANYCompany's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST the Trust with said termination to be effective upon receipt of notice;
(e) In the event TRUSTthe Trust's shares Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Company. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Company;
(g) At the option of LIFE COMPANYthe Company, upon TRUSTs the Trust's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Company within ten thirty (30) days after written advance notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANYthe Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten thirty (30) days after written advance notice of such breach is delivered to LIFE COMPANYthe Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption or exempt from registration is available)registration, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(kii) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Company, TRUSTthe Trust, MANAGERS TRUST and N&B MANAGEMENTthe Distributor, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST the Trust at the option of the Company will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Trust Shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). , unless the Distributor requests that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners Owners of the Existing Contracts or LIFE COMPANYthe Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Portfolio(s), redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Protective NY COLI VUL)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' ’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT NB BD by the SEC, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s or NB BD’s ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten business days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten business days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTNB BD, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT NB BD whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Mutual of America Separate Account No 2)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY COMPANIES or TRUST at any time from the date hereof upon 90 days' ’ notice, unless a shorter time is agreed to by the parties;; [page break]
(b) At the option of LIFE COMPANYCOMPANIES, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYCOMPANIES. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYCOMPANIES, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYCOMPANIES, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's COMPANIES’ reasonable judgment, materially impair TRUST's ’s ability to meet and perform TRUST's ’s obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY COMPANIES with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY COMPANIES and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's COMPANIES’ ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYCOMPANIES. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Massachusetts Mutual Variable Life Separate Account I)
Term Termination. 8.1 8.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 8.2. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' ’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’S reasonable judgment, materially impair TRUST's ’S or NB MANAGEMENT’s ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 8.3. Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 8.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’S assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Variable Annuity Account A)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT NB BD by the SEC, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB BD’s ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTNB BD, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT NB BD whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Protective NY COLI VUL)
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of LIFE COMPANY if any Portfolio of the TRUST ceases to qualify as a Regulated Investment Company under Subchpater M of the Internal Revenue Code, or under any successor or similar provision, or if the LIFE COMPANY reasonably believes that the Portfolio may fail to so qualify;
(e) At the option of the LIFE COMPANY if any Portfolio of the TRUST fails to meet the diversification requirements of Section 817(h) of the Code;
(f) At the option of the LIFE COMPANY, if the LIFE COMPANY determines in its sole judgment exercised in good faith, that either the TRUST or the ADVISER has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the LIFE COMPANY;
(g) At the option of the TRUST or ADVISER, if the TRUST or ADVISER respectively, shall determine in its sole judgment exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the TRUST or ADVISER;
(h) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(ei) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(fj) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(gk) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(hl) At the option of TRUSTany party to this Agreement, upon LIFE COMPANYanother party's breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANYAgreement,;
(im) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 10.2 hereof, LIFE COMPANYTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 10.3, upon sixty (60) days' prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 10.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Sun Life (N.Y.) Variable Account J)
Term Termination. 8.1 9.01 This Agreement shall be effective as for the period of three (3) years commencing on the Effective Date unless earlier terminated pursuant to the provisions of this Agreement, and after expiration of the date hereof original term, this Agreement may be renewed by the mutual written consent of the parties hereto under the terms and shall continue in force until terminated in accordance with conditions to be then mutually agreed upon and subject to the provisions hereinapproval of the Japanese Government, if then required.
8.2 This 9.02 If at any time during the term of this Agreement, Licensee makes any unauthorized use of any Technical Information, advice or service furnished by Licensor to Licensee, Licensor shall have the right to terminate this Agreement upon notice without prejudice to any rights which Licensor may have under or in connection with this Agreement.
9.03 Should Licensee at any time default in making payment of any technical assistance fee or in providing any report as herein provided for and fail to remedy such default within sixty (60) days after written notice to that effect given by Licensor, Licensor may, at its option, terminate this Agreement by giving notice in writing to Licensee. No failure or delay on the part of Licensor to exercise its right of termination of this Agreement for any one or more defaults of Licensee in the payment of any technical assistance fee or in providing any report pursuant hereto shall be construed to prejudice Licensor's rights of termination hereof for any other or subsequent default.
9.04 Licensor may terminate in accordance with this Agreement immediately by giving a written notice to Licensee upon any of the following provisionsevents:
(a) At the option of LIFE COMPANY any arrangement with direction or TRUST at any time from the date hereof upon 90 days' noticeapplication for bankruptcy, unless a shorter time is agreed to receivership, winding-up or other similar proceeding against Licensee and/or Sub-Licensee shall be made by the partiesLicensee, Sub-Licensee or any other person;
(b) At all of or, in the option opinion of LIFE COMPANYLicensor, if TRUST shares are not reasonably available to meet the requirements substantial part of the Variable Contracts as determined by LIFE COMPANY. Prompt notice assets of election to terminate pursuant to this Section 8.2(b) Licensee and/or Sub-Licensee shall be furnished seized or attached in conjunction with any action against Licensee and/or Sub-Licensee by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day periodany third party.;
(c) At a sale of all of or in the option opinion of LIFE COMPANYLicensor, upon substantially all of the institution assets of formal proceedings against TRUST or N&B MANAGEMENT by the SECLicensee and/or Sub-Licensee is made, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned by Licensee without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without noticeLicensor;
(1d) At there occurs any such change in the option capital ownership and/or management control of LIFE COMPANY if Licensee and/or Sub-Licensee as, in the opinion of Licensor, may adversely affect the performance of this Agreement and/or the benefits or rights of Licensor in this Agreement;
(e) there occurs any difficulties, in Licensor's opinion, to perform the obligation under this Agreement due to any of significant changes of the political, economic or taxation policy by the governmental or quasi-governmental organization or agencies in the USA or P.R. China;
(f) an agreement concerning the supply of the Components of the Products is, in any reason, terminated.;
(g) Licensor judges that the quality of the Products assembled by Licensee or Sub-Licensee hereunder is found to be insufficient and such insufficiency seems not to be corrected within a Portfolio fails reasonable period of time;
(h) an import license of the Components and/or Production Equipment into the USA and/or an import license of the Components and/or Production Equipment from Licensee to satisfy Sub-Licensee is not obtained from the diversification requirements set forth in Section 2.7 hereof competent authority of the government of the USA or P.R.China, (to the extent that such license is required by law), within one hundred and does eighty (180) days from the Effective Date hereof; or
(i) the sub-licensing arrangement between Licensee and Sub-Licensee is not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.completed or is terminated
8.3 Notwithstanding any 9.05 Expiration or termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares for any reason whatsoever shall not affect the rights of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts Licensor or LIFE COMPANY, whichever Licensee which shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofbeen accrued hereunder.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' noticeadvanced written notice delivered to the other parties, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYCOMPANY to the other parties, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day periodnotice;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY to the other parties with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST to the other Parties with said termination to be effective upon receipt of notice;
(e) In Upon notice by one party to the other parties in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of LIFE COMPANY by written notice to the other Parties with respect to any Trust shares in the event that such shares cease to qualify as a regulated investment company under Subchapter M of the Code or under any successor provision or fails to comply with the Section 817(h) diversification requirements specified in Section 2.11 and 2.12 hereof or LIFE COMPANY reasonably believes that such Portfolio may fail to so qualify or comply;
(i) At the option of LIFE COMPANY upon any substitution of the shares of another investment company or series thereof for TRUST shares in accordance with the terms of the Variable Contracts, provided that LIFE COMPANY has given at least 180 days prior written notice to TRUST and ADVISER of the date of substitution.
(j) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(ik) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At notice by Trust to the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) other parties; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST, upon the mutual agreement of TRUST and LIFE COMPANY, will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires is mutually agreed upon pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make it is mutually agreed upon that additional TRUST shares are to be made available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 10.2 hereof, LIFE COMPANYCOMPANY TRUST and/or ADVISER, as promptly as is practicable under the circumstances, shall notify the othersas to whether whetherthere is a desire to have TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS effect and thereafter either TRUST or N&B MANAGEMENT LIFE COMPANY may terminate the Agreement, as so continued pursuant to Sections 8.2(f),(h),(i) or (k) hereofSection 10.2,.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Corporate Sponsored Vul Separate Account I)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUSTTrust's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and NB MANAGEMENT, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Neuberger Berman Advisers Management Trust)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST FUND at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUSTFUND's ability to meet and perform TRUSTFUND's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTFUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTFUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST FUND with said termination to be effective upon receipt of notice;
(e) In the event TRUSTFUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without noticereceipt of notice by LIFE COMPANY;
(f) At the option of TRUST FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs FUND's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUSTFUND;
(h) At the option of TRUSTFUND, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUSTFUND, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticereceipt of notice by LIFE COMPANY;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUSTFUND, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without receipt of notice;
(1k) At the option of LIFE COMPANY with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if a Portfolio fails LIFE COMPANY reasonably believes that the FUND may fail to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5so qualify. Termination shall be effective immediately upon receipt of notice.;
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at l) At the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant with respect to the terms and conditions of this Agreement, for all Variable Contracts any Portfolio in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant that such Portfolio fails to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under meet the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain diversification requirements specified in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofArticle 2.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Fulcrum Separate Account Allmerica Fin Life Ins & Annuity Co)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 120 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) } At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination Termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Ameritas Variable Separate Account Va)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 60 days' ’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten (10) days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-ten (10) day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT DISTRIBUTOR by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s or DISTRIBUTOR ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon ten (10) days after receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon ten (10) days after receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without noticeten (10) days after notice to TRUST;
(f) At the option of TRUST TRUST, if the Variable Contracts cease to qualify as annuity contracts or life insurance contractspolicies, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon ten (10) days after receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten (10) days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten (10) days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), or issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticeten (10) days after notice to LIFE COMPANY;
(j) At the option of LIFE COMPANY, with respect in the event that any Portfolio ceases to qualify as a PortfolioRegulated Investment Company under Subchapter M of the Code or under any successor or similar provision, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective ten (10) days after notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY, in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective ten (10) days after notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTDISTRIBUTOR, termination shall be effective immediately upon ten (10) days after such occurrence without notice;; and
(1m) At the option of the LIFE COMPANY, it may substitute shares of another investment company or series thereof for shares of the TRUST in accordance with the terms of the Variable Contracts, provided that the LIFE COMPANY if a Portfolio fails has given at least forty-five days prior written notice to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within TRUST of the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon noticedate of substitution.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT DISTRIBUTOR whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (PHL Variable Accumulation Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten (10) days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-ten (10) day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon ten (10) days after receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon ten (10) days after receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without noticeten (10) days after notice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon ten (10) days after receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten (10) days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten (10) days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticeten (10) days after notice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective ten (10) days after notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective ten (10) days after notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon ten (10) days after such occurrence without notice;
(1m) At the option of the LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination COMPANY, it may substitute shares of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to another investment company or series thereof for shares of the Portfolios designated TRUST in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to accordance with the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after provided that the LIFE COMPANY shall have notified has given at least forty-five days prior written notice to the TRUST of its intention to do so.the date of substitution;
Appears in 1 contract
Sources: Participation Agreement (Phlvic Variable Universal Life Account)
Term Termination. 8.1 9.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 9.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY Life Company or TRUST Trust at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYLife Company, if TRUST Trust shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYLife Company. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYLife Company, said termination to be effective ten (10) days after receipt of notice unless TRUST Trust makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYLife Company, upon the institution of formal proceedings against TRUST Trust or N&B MANAGEMENT Adviser by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYLife Company's reasonable judgment, materially impair TRUSTTrust's ability to meet and perform TRUSTTrust's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY Life Company with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTTrust, upon the institution of formal proceedings against LIFE COMPANY Life Company or the principal underwriter for the Variable Contracts by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTTrust's reasonable judgment, materially impair LIFE COMPANYLife Company's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST Trust with said termination to be effective upon receipt of notice;
(e) In the event TRUSTTrust's shares are not registered, issued or sold in accordance with applicable federal and/or state or federal lawlaw and any applicable rules and regulations thereunder, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.such
Appears in 1 contract
Sources: Trust Participation Agreement (Bankers Life Insurance Co of New York Separate Account I)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 60 days' ’ notice, unless a shorter time is agreed to by the partiesLIFE COMPANY;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten thirty (30) days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-thirty (30) day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT DISTRIBUTOR by the SEC, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s or DISTRIBUTOR ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon thirty (30) days after receipt of noticenotice unless such proceedings are dismissed within such thirty (30) day period;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon thirty (30) days after receipt of noticenotice unless such proceedings are dismissed within such thirty (30) day period;
(e) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon thirty (30) days after notice to TRUST unless such occurrence without noticematters are cured by TRUST within such thirty (30) day period;
(f) At the option of TRUST TRUST, if the Variable Contracts cease to qualify as annuity contracts or life insurance contractspolicies, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon thirty (30) days after receipt of notice by LIFE COMPANYCOMPANY unless such matters are cured by LIFE COMPANY within such thirty (30) day period;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the reasonable satisfaction of LIFE COMPANY within ten thirty (30) days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the reasonable satisfaction of TRUST within ten thirty (30) days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon thirty (30) days after notice to LIFE COMPANY unless such occurrence without noticematters are cured by LIFE COMPANY within such thirty (30) day period;
(j) At the option of LIFE COMPANY, with respect in the event that any Portfolio ceases to qualify as a Portfolioregulated investment company under Subchapter M of the Code or under any successor or similar provision, upon or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify, then LIFE COMPANY may terminate such Portfolio as a funding vehicle. Termination of such Portfolio shall be effective thirty (30) days after notice to the vote of Variable Contract Owners and written approval TRUST unless such matters are cured by TRUST within such thirty (30) day period; and
(k) At the option of LIFE COMPANY, in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements, then LIFE COMPANY may terminate such Portfolio as a funding vehicle. Termination of such Portfolio shall be effective thirty (30) days after notice to the TRUST unless such matters are cured by TRUST within such thirty (30) day period.
8.3 Except in cases described in Sections 8.2(b), (c), (e), (g), (j) and (k), LIFE COMPANY shall not take any actions to terminate this Agreement or exchange, replace or otherwise substitute shares of another investment company or series thereof for the shares of any Portfolio in accordance with the terms TRUST for a period of eight (8) years following the Variable ContractsEffective Date, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS the TRUST and N&B MANAGEMENTthe DISTRIBUTOR. Thereafter, termination this Agreement shall be effective immediately upon such occurrence without notice;
automatically renew for successive one (1) At year periods beginning with the option month and day of the Effective Date unless terminated by mutual written agreement of the TRUST, DISTRIBUTOR and LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon noticeCOMPANY.
8.3 Notwithstanding any termination of this 8.4 This Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums rights and obligations under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations be binding upon the respective successors and assigns of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofparties.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Company or TRUST the Trust at any time from the date hereof upon 90 days' ninety (90) days notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Company, if TRUST shares Trust Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYthe Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYthe Company, said termination to be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of shares Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYthe Company, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT the Trust by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company's reasonable judgment, materially impair the Trust's ability to meet and perform the Trust's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of the Trust, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYthe Trust's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANYCompany's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST the Trust with said termination to be effective upon receipt of notice;
(e) In the event TRUSTthe Trust's shares Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Company. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Company;
(g) At the option of LIFE COMPANYthe Company, upon TRUSTs the Trust's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Company within ten days after written advance notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANYthe Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written advance notice of such breach is delivered to LIFE COMPANYthe Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(kii) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Company, TRUSTthe Trust, MANAGERS TRUST and N&B MANAGEMENTthe Distributor, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST the Trust at the option of the Company will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Trust Shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). , unless the Distributor requests, at Distributor's sole cost and expense, that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners Owners of the Existing Contracts or LIFE COMPANYthe Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Portfolio(s), redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Jefferson National Life Annuity Account G)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUSTTrust's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums or a transfer from other sub-accounts under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, TRUST and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Participation Agreement (Select Life Variable Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-ten- day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days' prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (American General Life Insurance Co Separate Account Vl R)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Life Company or TRUST the Fund at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Life Company, if TRUST the Fund shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYthe Life Company. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYthe Life Company, said termination to be effective ten days after receipt of notice unless TRUST the Fund makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYthe Life Company, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT the Fund by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYthe Life Company's reasonable judgment, materially impair TRUSTthe Fund's ability to meet and perform TRUSTthe Fund's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY the Life Company with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTthe Fund, upon the institution of formal proceedings against LIFE COMPANY the Life Company by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTthe Fund's reasonable judgment, materially impair LIFE COMPANYthe Life Company's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST the Fund with said termination to be effective upon receipt of notice;
(e) In the event TRUSTthe Fund's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Life Company. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST the Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Life Company;
(g) At the option of LIFE COMPANYthe Life Company, upon TRUSTs the Fund's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Life Company within ten days after written notice of such breach is delivered to TRUSTthe Fund;
(h) At the option of TRUSTthe Fund, upon LIFE COMPANYthe Life Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Fund within ten days after written notice of such breach is delivered to LIFE COMPANYthe Life Company;
(i) At the option of TRUSTthe Fund, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Life Company, TRUSTthe Fund, MANAGERS TRUST and N&B MANAGEMENTthe Adviser, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will the Fund at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Fund shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY the Fund desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY the Fund so elects for TRUST to make additional TRUST Fund shares available, the owners of the Existing Contracts or LIFE COMPANYthe Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Fund, redeem investments in TRUST the Fund and/or invest in TRUST the Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYthe Fund and the Adviser, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT the Life Company whether LIFE COMPANY the Fund elects for TRUST to continue to make TRUST the Fund shares available after such termination. If TRUST the Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either the Fund or the Life Company may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANYthe Life Company's assets held in the Separate Accounts), and LIFE COMPANY the Life Company shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY Life Company shall have notified TRUST the Fund of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (American Separate Account 5)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT DISTRIBUTOR by the SEC, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or DISTRIBUTOR ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon ten (10) days after receipt of notice;
(dc) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon ten (10) days after receipt of notice;
(ed) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as by the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYPLANS. Termination shall be effective upon such occurrence without noticeten (10) days after notice to TRUST;
(e) At the option of TRUST, if the PLANS cease to qualify as retirement plans under the Code. Termination shall be effective ten (10) days after receipt of notice by LIFE COMPANY;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten (10) days after written notice of such breach is delivered to TRUST;
(hg) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten (10) days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(jh) At the option of LIFE COMPANY, with respect in the event that any Portfolio ceases to qualify as a Portfolioregulated investment company under Subchapter M of the Code or under any successor or similar provision, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective ten (10) days after notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(ki) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTDISTRIBUTOR, termination shall be effective immediately upon ten (10) days after such occurrence without notice;; and
(1j) At the option of the LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination COMPANY, it may substitute shares of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to another investment company or series thereof for shares of the Portfolios designated TRUST in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to accordance with the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANYPLANS, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree provided that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified has given at least forty-five days prior written notice to the TRUST of its intention to do sothe date of substitution.
Appears in 1 contract
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY COMPANIES or TRUST at any time from the date hereof upon 90 days' ’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYCOMPANIES, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYCOMPANIES. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYCOMPANIES, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYCOMPANIES, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's COMPANIES’ reasonable judgment, materially impair TRUST's ’s ability to meet and perform TRUST's ’s obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY COMPANIES with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY COMPANIES and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's COMPANIES’ ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYCOMPANIES. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Massachusetts Mutual Variable Life Separate Account I)
Term Termination. 8.1 8.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 8.2. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Life Company or TRUST the Trust at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Life Company or the Trust, if TRUST Fund shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYContracts. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said the Life Company. The termination to will be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within said the ten-day period;
(c) At the option of LIFE COMPANYthe Life Company, upon the institution of formal proceedings against TRUST the Trust, the Distributor or N&B MANAGEMENT Adviser by the SEC, the FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYthe Life Company's reasonable judgment, materially impair TRUSTthe Trust's, the Distributor's or the Adviser's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY the Life Company with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTthe Trust, the Distributor or the Adviser, upon the institution of formal proceedings against LIFE COMPANY the Life Company by the SEC, the National Association of Securities Dealers, Inc.FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTTrust's reasonable judgment, materially impair LIFE COMPANYthe Life Company's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST Trust with said termination to be effective upon receipt of notice;
(e) In At the option of the Life Company, in the event TRUSTthe Trust's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Life Company. Termination shall be effective immediately upon such occurrence without noticenotice to the Trust;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Life Company;
(g) At the option of LIFE COMPANYthe Life Company, upon TRUSTs the Trust's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Life Company within ten days after written notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANYthe Life Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written notice of such breach is delivered to LIFE COMPANYthe Life Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to the Life Company;
(j) At the option of LIFE COMPANY, with respect the Life Company in the event that any Fund ceases to qualify as a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms Regulated Investment Company under Subchapter M of the Variable ContractsCode or under any successor or similar provision, provided LIFE COMPANY has given TRUST forty-five (45) days' or if the Life Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice of to the date of such substitutionTrust;
(k) At the option of the Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Life Company, TRUSTthe Trust, MANAGERS TRUST the Distributor and N&B MANAGEMENTthe Adviser, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 8.3. Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will the Trust shall, at the option of the Life Company, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Fund shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY the Life Company so elects for TRUST to make additional TRUST Fund shares available, the owners of the Existing Contracts or LIFE COMPANYthe Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Trust, redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereofAgreement, LIFE COMPANYthe Life Company, as promptly as is practicable under the circumstances, shall notify TRUST the Trust, the Distributor and N&B MANAGEMENT the Adviser whether LIFE COMPANY the Life Company elects for TRUST to continue to make TRUST Fund shares available after such termination. If TRUST Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 8.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANYthe Life Company's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY the Life Company shall not prevent Variable Contract owners from allocating payments to a Portfolio Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY Life Company shall have notified TRUST the Trust of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Lincoln Variable Insurance Products Trust)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(1) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At at the option of LIFE COMPANY or TRUST FUND at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At at the option of LIFE COMPANY, upon written notice to FUND, if TRUST FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice by FUND unless TRUST FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At at the option of LIFE COMPANY, upon the institution of written notice to FUND, if formal proceedings have been instituted against TRUST or N&B MANAGEMENT FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUSTFUND's ability to meet and perform TRUSTFUND's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with hereunder, said termination to be effective upon receipt of notice;
(d) At at the option of TRUSTFUND upon written notice to LIFE COMPANY, upon the institution of if formal proceedings have been instituted against LIFE COMPANY by the SEC, the National Association of Securities DealersNASD, Inc., a state insurance regulator or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTFUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with , said termination to be effective upon receipt of noticenotice by LIFE COMPANY;
(e) In upon occurrence without notice in the event TRUSTFUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At at the option of TRUST FUND, upon written notice to LIFE COMPANY, if the its Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, applicable under the Code, or if TRUST FUND reasonably believes that the Variable Contracts issued by LIFE COMPANY may fail to so qualify. Termination shall , said termination to be effective upon receipt of notice by LIFE COMPANY;
(g) At at the option of LIFE COMPANY, upon TRUSTs breach receipt by FUND of written notice from LIFE COMPANY, if FUND has breached any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUSTFUND;
(h) At at the option of TRUSTFUND, upon receipt by LIFE COMPANY's breach COMPANY of written notice from FUND, if LIFE COMPANY has breached any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At at the option of TRUSTFUND, by written notice to LIFE COMPANY, effective upon receipt, if the its Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL ; or
(j) in the event this Agreement is assigned, or purported to be assigned, without the prior written consent of LIFE COMPANY and FUND, termination to be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will FUND at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)FUND shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY FUND desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY FUND so elects for TRUST to make additional TRUST FUND shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTFUND, redeem investments in TRUST FUND and/or invest in TRUST FUND upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYFUND, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether FUND elects for TRUST to continue to make TRUST FUND shares available after such termination. If TRUST FUND shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect with respect thereto, and thereafter either FUND or LIFE COMPANY may terminate this Agreement, as so continued pursuant to this Section 8.3 shall not apply to any terminations 8.3, in accordance with the provisions of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofSection 8.2 above.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the its Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent its Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST FUND of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (National Security Life & Annuity Co Variable Account L)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY ACACIA NATIONAL or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYACACIA NATIONAL, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYACACIA NATIONAL. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYACACIA NATIONAL, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYACACIA NATIONAL, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYACACIA NATIONAL's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY ACACIA NATIONAL with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY ACACIA NATIONAL and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANYACACIA NATIONAL's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYACACIA NATIONAL. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYACACIA NATIONAL;
(g) At the option of LIFE COMPANYACACIA NATIONAL, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY ACACIA NATIONAL within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANYACACIA NATIONAL's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANYACACIA NATIONAL;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANYACACIA NATIONAL, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANYACACIA NATIONAL, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify ACACIA NATIONAL whether TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or ACACIA NATIONAL may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days' prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY ACACIA NATIONAL shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANYACACIA NATIONAL's assets held in the Separate Accounts), and LIFE COMPANY ACACIA NATIONAL shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY ACACIA NATIONAL shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Participation Agreement (Acacia National Variable Life Insurance Separate Account 1)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUSTTrust's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and NB MANAGEMENT, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Il Annuity & Insurance Co Separate Account 1)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' ’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT DISTRIBUTOR by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s or DISTRIBUTOR’s ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTDISTRIBUTOR, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT DISTRIBUTOR whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Tiaa-Cref Life Separate Account Vli-1)
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
; (e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
; (g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
; (i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 10.2 hereof, LIFE COMPANYTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 10.3, upon sixty (60) days' prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 10.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Sun Life of Canada U S Variable Account G)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE the COMPANY or TRUST FUND at any time from the date hereof upon 90 days' one year's notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE the COMPANY, if TRUST FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE the COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE the COMPANY, said termination to be effective ten days after receipt of notice unless TRUST FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE the COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE the COMPANY's reasonable judgment, materially impair TRUSTFUND's ability to meet and perform TRUSTFUND's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE the COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTFUND, upon the institution of formal proceedings against LIFE the COMPANY by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTFUND's reasonable judgment, materially impair LIFE the COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST FUND with said termination to be effective upon receipt of notice;
(e) In the event TRUSTFUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE the COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE the COMPANY;
(g) At the option of LIFE the COMPANY, upon TRUSTs FUND's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE the COMPANY within ten days after written notice of such breach is delivered to TRUSTFUND;
(h) At the option of TRUSTFUND, upon LIFE the COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST FUND within ten days after written notice of such breach is delivered to LIFE the COMPANY;
(i) At the option of TRUSTFUND, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE the COMPANY, TRUSTFUND, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereofAgreement, TRUST FUND at the option of the COMPANY will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)FUND shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE the COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTFUND, redeem investments in TRUST FUND and/or invest in TRUST FUND upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Participation Agreement (First Variable Annuity Fund E)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Ameritas Variable Separate Account Va)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT ADVISER by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and perform TRUST's or ADVISER's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under within ten (10) days of the circumstancesdate of the notice of termination, shall notify TRUST and N&B MANAGEMENT ADVISER whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 In no event shall not apply the election to any terminations continue by LIFE COMPANY be effective for more than nine (9) months after the date of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereoftermination.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Separate Account Imo of Allmerica Fin Life Ins & Annuity Co)
Term Termination. 8.1 The term of this Agreement and the license granted herein shall be for a period of five (5) years, except in the case of DOS-to-Windows Switchover which period shall begin JANUARY 21, 1999; said period shall extend for five (5) years, except in the case of DOS-to-Windows Switchover which period shall extend to the end of the immediately previous DOS agreement ending DECEMBER 6, 2000 . This Agreement shall and the license may be effective as terminated by LICENSEE at any time by giving written notice of termination to LICENSOR or by LICENSOR in the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisionsevent:
(a1) At LICENSEE fails to make any payment required to be made to LICENSOR hereunder when the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time same is agreed to by the parties;due; or
(b2) At the option of LIFE COMPANYLICENSEE fails to observe, if TRUST shares are perform or comply with any term or condition hereunder and such failure is not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten (10) days after written notice of such breach failure; or
(3) LICENSEE files a petition in bankruptcy or insolvency, or after any adjudication that the LICENSEE is bankrupt or insolvent, or after the filing by the LICENSEE of any petition or answer seeking reorganization, readjustment or arrangement of the LICENSEE's business under any federal law relating to bankruptcy of insolvency, of after the appointment of a receiver for any of the property of the LICENSEE, or after the making by the LICENSEE of any assignment for the benefit of creditors, or after the institution of any proceedings for the liquidation of the LICENSEE's business for the termination of its corporate charter. Early termination of LICENSEE's license shall occur when LICENSOR deposits the notice of termination with the U.S. Mail and is effective whether or not said notice is delivered to TRUST;
(h) At the option LICENSEE. 2 The LICENSEE shall not be released from any of TRUST, upon LIFE COMPANY's breach of any material provision of its pre-existing obligations under this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded agreement by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant agreement, and neither party shall have the right to Section 8.2 hereof, TRUST will continue rescind any acts performed or payments made prior to make available additional TRUST shares (limited to shares the date of termination. Any failure or delay in the exercise of the Portfolios designated in Appendix B)LICENSOR's right of termination for any default shall not prejudice the LICENSOR's right of termination for such or any other default. Within five (5) days' after termination by either LICENSOR or LICENSEE, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant LICENSEE shall deliver to LICENSOR a written certification to the terms effect that the original and conditions any copies of this Agreement, for all Variable Contracts in effect on or any portions of any Licensed Program affected by the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitationhave been destroyed or, if LIFE COMPANY LICENSOR so elects for TRUST requests, LICENSEE shall deliver such original and any copies to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofLICENSOR.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' 180 clays’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days days. after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s ability to meet and perform TRUST's Trust’s obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and NB MANAGEMENT, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contractscontracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (ALAC Separate Account 1)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 60 days' ’ notice, unless a shorter time is agreed to by the parties;
; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten (10) days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-ten (10) day period;
; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT DISTRIBUTOR by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s or DISTRIBUTOR ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon ten (10) days after receipt of notice;
; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon ten (10) days after receipt of notice;
; (e) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
ten (f10) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Sentinel Variable Products Trust)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.if
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Separate Account Ii of National Integrity Life Insurance Co)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to t make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Lpla Separate Account One)
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, LIFE COMPANY and TRUST will at their mutually agreed upon option may elect to continue to make available have additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires made available pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares availablesuch election is made, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 10.2 hereof, LIFE COMPANYCOMPANY or TRUST, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether the otherwhether LIFE COMPANY or TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 10.3, upon ninety (90) days' prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 10.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Lincoln Benefit Life Variable Life Account)
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Company or TRUST the Trust at any time from the date hereof upon 90 days' ninety (90) days notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Company, if TRUST shares Trust Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYthe Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYthe Company, said termination to be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of shares Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYthe Company, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT the Trust by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company's reasonable judgment, materially impair the Trust's ability to meet and perform the Trust's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of the Trust, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYthe Trust's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANYCompany's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST the Trust with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Company;
(gf) At the option of LIFE COMPANYthe Company, upon TRUSTs the Trust's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Company within ten days after written advance notice of such breach is delivered to TRUSTthe Trust;
(hg) At the option of TRUSTthe Trust, upon LIFE COMPANYthe Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written advance notice of such breach is delivered to LIFE COMPANYthe Company;
(ih) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination Termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST the Trust at the option of the Company will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Trust Shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"), unless the Distributor requests that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) in the event of Section 10.2 (d), 10.2 (e), 10.2 (g), or 10.2 (h). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners Owners of the Existing Contracts or LIFE COMPANYthe Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Portfolio(s), redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Symetra Resource Variable Account B)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's 'S reasonable judgment, materially impair TRUST'S or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(1) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's 'S assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Variable Annuity Account A)
Term Termination. 8.1 This SHORT NAME's employment under this Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 for an unspecified term on an "at will" basis. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof may be terminated by SHORT VERSION OF EMPLOYER NAME upon 90 days' 30 days written notice, unless a shorter time is agreed to and by the parties;
(b) At the option of LIFE COMPANYSHORT NAME upon 30 days written notice. If SHORT VERSION OF EMPLOYER NAME shall so terminate this Agreement, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) SHORT NAME shall be furnished by LIFE COMPANY, said entitled to compensation for 6 months beyond the termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice date of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTtermination, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, unless SHORT NAME is in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision violation of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach Agreement. If SHORT NAME is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision in violation of this Agreement which breach has not been cured Agreement, SHORT VERSION OF EMPLOYER NAME may terminate employment with cause without notice and with compensation to the satisfaction of TRUST within ten days after written notice of such breach is delivered SHORT NAME only to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth termination. As used in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, the term "Cause" shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude. The compensation paid under this Agreement shall be SHORT NAME's exclusive remedy. If SHORT NAME's employment is terminated by SHORT VERSION OF EMPLOYER NAME without cause, SHORT NAME shall continue to receive SHORT NAMEs base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for all Variable Contracts in effect on a period of 6 months from the effective date of termination of this Agreement (hereinafter referred to as the "Existing ContractsSeverance Period"). SpecificallyThe salary and fringe benefits to be paid are referred to herein as the "Termination Compensation." SHORT NAME shall not be entitled to any Termination Compensation unless: (i) SHORT NAME complies with all surviving provisions of any non-competition agreement, without limitationnon-solicitation agreement, confidentiality agreement or inventions assignment agreement that SHORT NAME signed, and (ii) SHORT NAME executes and delivers to SHORT VERSION OF EMPLOYER NAME after a notice of termination a release in form and substance acceptable to SHORT VERSION OF EMPLOYER NAME, by which SHORT NAME releases SHORT VERSION OF EMPLOYER NAME from any obligations and liabilities of any type whatsoever under this Agreement, except for SHORT VERSION OF EMPLOYER NAME's obligations with respect to the Termination Compensation, and that release shall not affect SHORT NAME's right to indemnification, if LIFE COMPANY so elects any, for TRUST actions taken within the scope of SHORT NAMEs employment. Notwithstanding anything herein, no Termination Compensation shall be paid or otherwise provided until all applicable revocation periods have fully expired, and the mutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to make additional TRUST shares availablebe provided is in consideration for SHORT NAME's release. If EXECUTIVE NAME terminates this Agreement by providing appropriate notice, the owners of the Existing Contracts or LIFE COMPANYCompany, whichever shall have legal authority to do soat its election, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST may (i) require EXECUTIVE NAME to continue to make TRUST shares available after perform EXECUTIVE NAMEs duties hereunder for the full notice period, or (ii) terminate EXECUTIVE NAME 's employment at any time during such termination. If TRUST shares continue notice period, provided that any such termination shall not be deemed to be made available after such terminationa termination without cause of EXECUTIVE NAME 's employment by EMPLOYER FULL NAME. Unless otherwise provided by this Section, the provisions all compensation and benefits paid by EMPLOYER FULL NAME to EXECUTIVE NAME shall cease upon his last day of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofemployment.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Employment Agreement
Term Termination. 8.1 This Agreement 4.1 The term of this agreement shall be effective commence upon the Effective Date and, unless terminated as of the date hereof and written below, shall continue in force until terminated in accordance with all of MH’s obligations under the provisions hereinPrime Contract have been discharged.
8.2 This 4.2 MH may suspend this Agreement shall upon notice if Prime Contract has been suspended.
4.3 MH may terminate in accordance with the following provisionsthis Agreement as follows:
(a) At upon notice, if Service Provider becomes insolvent or files for or is put in bankruptcy or makes a general assignment in favor of its creditors, or if all or any part of its property is put under receivership, in which case MH agrees to pay Service Provider for the option of LIFE COMPANY or TRUST at any time from Services duly performed up to the date hereof upon 90 days' notice, unless a shorter time is agreed to by the partiesof termination;
(b) At the option of LIFE COMPANYupon notice, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate Project is lawfully interrupted for more than ten (10) days pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYan ordinance originating with a court or public authority having jurisdiction, said termination in which case MH agrees to be effective ten days after receipt pay Service Provider for the Services duly performed up to the date of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day periodtermination;
(c) At upon notice, if the option Client terminates the Prime Contract, in which case MH agrees to pay Service Provider for the Services duly performed up to the date of LIFE COMPANY, upon termination. If termination of the institution of formal proceedings against TRUST or N&B MANAGEMENT Prime Contract arises due to a termination for convenience by the SEC, or any other regulatory bodyClient, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice MH shall also reimburse Service Provider for the direct costs reasonably incurred by Service Provider as a direct result of such election termination, but not to terminate shall be furnished by LIFE COMPANY with said termination include consequential damages such as lost profits or lost opportunities, but only to be effective upon receipt the extent such reimbursement is available to MH under the terms of noticethe Prime Contract;
(d) At upon notice and subject to the option Prime Contract, if Service Provider fails to cure a default in respect of TRUST, upon the institution any of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc.its obligations hereunder within fifteen (15) days, or any other regulatory bodyan extended rectification period if mutually agreed, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon following receipt of noticea written notice from MH specifying the nature of such default or defaults;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued for convenience by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
giving Service Provider ten (f10) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after prior written notice of such breach is delivered its intention to TRUST;
(h) At the option of TRUSTterminate, upon LIFE COMPANY's breach of any material provision of this Agreement in which breach has not been cured case MH agrees to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company pay Service Provider for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of Services duly performed up to the date of termination and to reimburse Service Provider for the direct costs reasonably incurred by Service Provider as a direct result of such substitution;termination, but not to include consequential damages such as lost profits or lost opportunities.
(k) In the event this Agreement is assigned without the prior written consent 4.3 Copies of LIFE COMPANYall reports, TRUSTstudies, MANAGERS TRUST conceptual designs, plans and N&B MANAGEMENT, termination specifications and related documents shall be effective immediately handed over to MH upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date earlier of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners and completion of the Existing Contracts Project. For greater certainty, in the event that Service Provider is legally obligated under applicable law to retain any item of information provided by MH or LIFE COMPANYClient, whichever shall have legal authority to do so, Service Provider may retain one (1) copy of such information (the “Retained Information”) which shall be permitted to reallocate investments treated as Service Provider would treat its own confidential information which in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the any event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to be with less than reasonable care. MH shall be provided with a list of any terminations of this Agreement by the TRUSTRetained Information, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofupon request.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Terms and Conditions
Term Termination. 8.1 This Agreement shall be effective as of Where available and if applicable, if the date hereof Licensee is granted Free Trial, such Free Trial will cease on the day specified in such Free Trial. Where the Licensee wishes to purchase a Licence and continue to access and use the Application and Services, the Licensee must pay the applicable Licence Fee. The Licence comes into effect when the Licensor has received the applicable Licence Fee, in full and cleared funds, and has granted the Licensee the ability to download, access and use the Application and the Services, and shall continue for twelve (12) months (“Licence Term”). Upon expiry of the Licence Term, the Licensee can renew the Licence, provided it pays the applicable Licence Fee in force until terminated in accordance with at the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option time of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements expiration of the Variable Contracts as determined by LIFE COMPANYcurrent Licence Term. Prompt notice of election The Licence Fee is non-refundable and cannot be cancelled. Unless agree otherwise, where the Licensee pays the Licence Fee on a monthly basis, the Licensee acknowledges that it is still liable to terminate pursuant pay for the full Licence Fee for the then current Licence Term. Where the Licensor fails to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination make any payment due to the Licensor or otherwise breaches or the Licensor reasonable believes the Licensee to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST in breach or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs potential breach of any material provision of this Agreement which breach has not been cured these Licence terms, the Licensor reserves the right to take one or more of the following actions: • treat the Licence as repudiated by the Licensee; • without notice suspend the Licensee’s access to the satisfaction Application and the Services provided under this Licence, until the Licensee pays any amount owed, in full and cleared funds; • appropriate any payment made by the Licensee under any other agreement (including the Existing Agreement) with the Licensor, or its affiliated companies, to pay for any outstanding amounts as the Licensor may, in its sole discretion, think fit; • demand immediate payment in full of LIFE COMPANY within ten days after written notice the outstanding balance plus charge interest at the annual rate of such breach is delivered to TRUST;
eight percent (h8%) At above the option base rate of TRUST, upon LIFE COMPANY's breach Barclays Bank Plc on any outstanding balance owed by the Licensee; • claim interest under Late Payment of any material provision Commercial Debts (Interest) Act 1998. Upon termination of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
Licence (i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is availablehowsoever caused), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms Licensee shall cease all use of the Variable ContractsApplication, provided LIFE COMPANY has given TRUST forty-five (45) days' notice and destroy any copies, and provide the Licensor with written confirmation of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYsuch. This Clause 6 and Clauses 7, TRUST, MANAGERS TRUST 11 and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement 12 shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations effect and survive the termination (howsoever caused) of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofLicence.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Admin App License Agreement
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT and/or ADVISER by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's and/or ADVISER's ability to meet and perform TRUST's their obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice. If through no fault of LIFE COMPANY the need for substitution of TRUST shares for the shares of another "registered investment company" arises out of this event, the expenses of obtaining such order shall be reimbursed by TRUST. TRUST and ADVISER shall cooperate with LIFE COMPANY in connection with such application;
(f) In the event of a vote by the Variable Contract owners having an interest in the Portfolio(s), or SEC approval of an application pursuant to Section 26(c) of the '40 Act, to substitute TRUST shares for the shares of another "registered investment company". The LIFE COMPANY will give sixty (60) days written notice to TRUST of any proposed application or vote to replace TRUST shares. Termination shall be effective upon receipt of notice of the vote or application determination to approve the substitution by TRUST. TRUST and ADVISER shall cooperate with LIFE Company in connection with such application;
(g) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(gh) At the option of LIFE COMPANY, if the Portfolio(s) invested in by the Separate Accounts fail to comply with the diversification requirements of Section 817(h) of the Code or a Portfolio(s) invested in by the Separate Accounts fail to qualify as a "regulated investment company" under Subchapter M of the Code;
(i) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(hj) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(ik) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) 10.3 In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.4 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST will and LIFE COMPANY at their option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as TRUST and LIFE COMPANY desires desire pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if TRUST and LIFE COMPANY so elects for TRUST elect to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST, ADVISER and/or LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST the other regarding the decision to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 10.3, upon sixty (60) days' prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 10.5 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Farmers Variable Life Separate Account A)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT ADVISER by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and perform TRUST's or ADVISER's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days' prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Titanium Annuity Variable Account)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE the COMPANY or TRUST at any time from the date hereof TRUST, with or without cause, with respect to some or all of Designated Portfolios, upon 90 days' noticeadvance written notice delivered to the other Parties, unless a shorter time is agreed to by the partiesParties;
(b) At the option of LIFE the COMPANY, if TRUST by written notice to the other Parties with respect to any Designated Portfolios upon the COMPANY's determination that shares of such Designated Portfolio are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day periodContracts;
(c) At the option of LIFE the COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE the COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUSTTrust's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE the COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE the COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE the COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of the COMPANY by written notice to the other Parties with respect to any Designated Portfolio in the event TRUSTany Designated Portfolio's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE the COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of the COMPANY by written notice to the other Parties with respect to any Designated Portfolio in the event that such Portfolio ceases to qualify as a regulated investment company under Subchapter M of the Code or under any successor provision or fails to comply with the Section 817(h) diversification requirements specified in Section 2.11 and 2.12 hereof or the COMPANY reasonably believes that such Portfolio may fail to so qualify or comply;
(g) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE the COMPANY;
(gh) At the option of LIFE the COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE the COMPANY within ten days after written notice of such breach is delivered to TRUST;
(hi) At the option of TRUST, upon LIFE the COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE the COMPANY;
(ij) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE the COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;.
(1l) At Termination by the option Company upon any substitution of LIFE COMPANY if the shares of another investment company or series thereof for shares of a Designated Portfolio fails of the Fund in accordance with the terms of the Variable Contracts, provided that the Company has given at least 45 days prior written notice to satisfy TRUST and NB MANAGEMENT of the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon noticedate of substitution.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will and NB MANAGEMENT shall, at the option of the Company, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to retain investments, reinvest dividends, reallocate investments in TRUSTinvestments, redeem investments in TRUST and/or invest in TRUST upon the payment making of additional premiums payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. .. The parties Parties agree that this Section 8.3 shall not apply to terminations under Article V and the effect of Article V terminations shall be governed by Article V of this Agreement.
8.4 Notwithstanding any terminations termination of this Agreement, the following provisions shall survive: Article VII and Section 10.1 of Article X. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofany termination of this Agreement.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (New York Life Ins & Annuity Corp Var Univ Life Sep Acc I)
Term Termination. 8.1 8.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 8.2. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Life Company or TRUST the Trust at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Life Company or the Trust, if TRUST Fund shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYContracts. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said the Life Company. The termination to will be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within said the ten-day period;
(c) At the option of LIFE COMPANYthe Life Company, upon the institution of formal proceedings against TRUST the Trust, the Distributor or N&B MANAGEMENT Adviser by the SEC, the FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANYthe Life Company's reasonable judgment, materially impair TRUSTthe Trust's, the Distributor's or the Adviser's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY the Life Company with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTthe Trust, the Distributor or the Adviser, upon the institution of formal proceedings against LIFE COMPANY the Life Company by the SEC, the National Association of Securities Dealers, Inc.FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTTrust's reasonable judgment, materially impair LIFE COMPANYthe Life Company's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST Trust with said termination to be effective upon receipt of notice;
(e) In At the option of the Life Company, in the event TRUSTthe Trust's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Life Company. Termination shall be effective immediately upon such occurrence without noticenotice to the Trust;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Life Company;
(g) At the option of LIFE COMPANYthe Life Company, upon TRUSTs the Trust's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Life Company within ten days after written notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANYthe Life Company's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written notice of such breach is delivered to LIFE COMPANYthe Life Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
notice to the Life Company; (j) At the option of LIFE COMPANY, with respect the Life Company in the event that any Fund ceases to qualify as a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms Regulated Investment Company under Subchapter M of the Variable ContractsCode or under any successor or similar provision, provided LIFE COMPANY has given TRUST forty-five or if the Life Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (45k) days' notice At the option of the date of Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such substitution;
diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (kl) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Life Company, TRUSTthe Trust, MANAGERS TRUST the Distributor and N&B MANAGEMENTthe Adviser, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 8.3. Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will the Trust shall, at the option of the Life Company, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Fund shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY the Life Company so elects for TRUST to make additional TRUST Fund shares available, the owners of the Existing Contracts or LIFE COMPANYthe Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Trust, redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereofAgreement, LIFE COMPANYthe Life Company, as promptly as is practicable under the circumstances, shall notify TRUST the Trust, the Distributor and N&B MANAGEMENT the Adviser whether LIFE COMPANY the Life Company elects for TRUST to continue to make TRUST Fund shares available after such termination. If TRUST Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 8.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANYthe Life Company's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY the Life Company shall not prevent Variable Contract owners from allocating payments to a Portfolio Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY Life Company shall have notified TRUST the Trust of its intention to do so.. 988998/1 - 15 -
Appears in 1 contract
Sources: Fund Participation Agreement (Lincoln Variable Insurance Products Trust)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of or if LIFE COMPANY to substitute shares of another investment company for the shares of reasonably believes that any Portfolio in accordance with may fail to so qualify. Termination shall be effective immediately upon notice to the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitutionTRUST;
(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this 12 Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B NB MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (SBL Variable Annuity Account Xiv)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST FUND at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUSTFUND's ability to meet and perform TRUSTFUND's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTFUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTFUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST FUND with said termination to be effective upon receipt of notice;
(e) In the event TRUSTFUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs FUND's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUSTFUND;
(h) At the option of TRUSTFUND, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUSTFUND, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUSTFUND, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will FUND at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)FUND shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY FUND desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY FUND so elects for TRUST to make additional TRUST FUND shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTFUND, redeem investments in TRUST FUND and/or invest in TRUST FUND upon the payment of additional premiums under the Existing Contracts. In the event of a termination termina tion of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANYFUND and ADVISER, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether FUND elects for TRUST to continue to make TRUST FUND shares available after such termination. If TRUST FUND shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either FUND or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 8.3, upon sixty (60) days prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty sixty (3060) days after the LIFE COMPANY shall have notified TRUST FUND of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Investors Mark Series Fund Inc)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST TRUST, with respect to some or all of the Portfolios, at any time from the date hereof upon 90 days' notice60 days advance written notice to the other parties, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST Portfolio shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY; provided that such termination shall apply only to the Portfolio whose shares are not reasonably available;
(c) At the option of LIFE COMPANY, if LIFE COMPANY shall determine, in its sole judgment exercised in good faith, that either TRUST or [ADVISOR] has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement, or is subject to material adverse publicity. Prompt written notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, COMPANY with said termination to be effective ten days after upon receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day periodwritten notice;
(cd) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT [ADVISOR] by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's ’s reasonable judgment, materially impair TRUST's ’s or [ADVISOR]’s ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt written notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of written notice;
(de) At the option of TRUST, if TRUST shall determine, in its sole judgment exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement, or is subject to material adverse publicity. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice;
(f) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's ’s reasonable judgment, materially impair LIFE COMPANY's ’s ability to meet and perform its obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice;
(eg) In At the option of LIFE COMPANY, in the event TRUST's ’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticewritten notice to TRUST;
(fh) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may will fail to so qualify, where such failure to qualify is not attributable to any action or absence of action on the part of TRUST or [ADVISOR]. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(gi) At the option of LIFE COMPANY, upon TRUSTs TRUST’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(hj) At the option of TRUST, upon LIFE COMPANY's ’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;
(ik) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticenotice to LIFE COMPANY;
(jl) At the option of LIFE COMPANYCOMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect or if LIFE COMPANY reasonably believes that any Portfolio may fail to a Portfolio, so qualify. Termination shall be effective immediately upon notice to the vote of Variable Contract Owners and written approval TRUST;
(m) At the option of LIFE COMPANY to substitute shares of another investment company for in the shares of event that any Portfolio fails to meet the diversification requirements specified in accordance with the terms of the Variable Contracts, provided Article II hereof or if LIFE COMPANY has given TRUST forty-five (45) days' reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice of to the date of such substitutionTRUST;
(kn) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT[ADVISOR], termination shall be effective immediately upon such occurrence without notice;
(1) At , unless the option of LIFE COMPANY if a Portfolio fails party whose rights were not assigned elects to satisfy continue the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon noticeAgreement.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT [ADVISOR] whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the all applicable provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply effect until such time as the LIFE COMPANY elects to any terminations discontinue the availability of this Agreement by TRUST shares under the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofVariable Contracts.
8.4 Except as necessary to implement Variable Contract owner initiated transactionstransactions or other transactions described in the prospectus or offering memorandum for the Variable Contracts, or as required by state insurance laws or regulations, or other applicable legal precedent, or as necessary to effect a substitution (including but not limited to, a substitution permitted by the SEC pursuant to Section 26(c) of the ‘40 Act), LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's ’s assets held in the Separate AccountsAccounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
8.5 In the event that the Agreement is terminated pursuant to Section 8.2(b), 8.2(c), 8.2(d), 8.2(g), 8.2(i), 8.2(l), or 8.2(m) or TRUST chooses to liquidate or liquidate a Portfolio, TRUST shall reimburse LIFE COMPANY for all expenses that LIFE COMPANY reasonably incurs in connection with the substitution of shares of another investment company or companies for the shares of the Portfolio(s) as to which the Agreement has been terminated.
Appears in 1 contract
Sources: Fund Participation Agreement (NML Variable Annuity Account A)
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Company or TRUST the Trust at any time from the date hereof upon 90 days' ninety (90) days notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Company, if TRUST shares Trust Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYthe Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYthe Company, said termination to be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of shares Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYthe Company, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT the Trust by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s ability to meet and perform the Trust’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of the Trust, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's the Trust’s reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST the Trust with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares the Trust’s Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Company. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Company;
(g) At the option of LIFE COMPANYthe Company, upon TRUSTs the Trust’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Company within ten thirty (30) days after written advance notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANY's the Company’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten thirty (30) days after written advance notice of such breach is delivered to LIFE COMPANYthe Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption or exempt from registration is available)registration, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(kii) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Company, TRUSTthe Trust, MANAGERS TRUST and N&B MANAGEMENTthe Distributor, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST the Trust at the option of the Company will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Trust Shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). , unless the Distributor requests that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners Owners of the Existing Contracts or LIFE COMPANYthe Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Portfolio(s), redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY the Company or TRUST the Trust at any time from the date hereof upon 90 days' ninety (90) days notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANYthe Company, if TRUST shares Trust Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANYthe Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANYthe Company, said termination to be effective ten days after receipt of notice unless TRUST the Trust makes available a sufficient number of shares Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANYthe Company, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT the Trust by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s ability to meet and perform the Trust’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of the Trust, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's the Trust’s reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST the Trust with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares the Trust’s Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANYthe Company. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANYthe Company;
(g) At the option of LIFE COMPANYthe Company, upon TRUSTs the Trust’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY the Company within ten days after written advance notice of such breach is delivered to TRUSTthe Trust;
(h) At the option of TRUSTthe Trust, upon LIFE COMPANY's the Company’s breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST the Trust within ten days after written advance notice of such breach is delivered to LIFE COMPANYthe Company;
(i) At the option of TRUSTthe Trust, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(kii) In the event this Agreement is assigned without the prior written consent of LIFE COMPANYthe Company, TRUSTthe Trust, MANAGERS TRUST and N&B MANAGEMENTthe Distributor, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST the Trust at the option of the Company will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)Trust Shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). , unless the Distributor requests, at Distributor’s sole cost and expense, that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners Owners of the Existing Contracts or LIFE COMPANYthe Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUSTthe Portfolio(s), redeem investments in TRUST the Trust and/or invest in TRUST the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Jefferson National Life of New York Annuity Account 1)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST FUND at any time from the date hereof upon 90 60 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUSTFUND's ability to meet and perform TRUSTFUND's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUSTFUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUSTFUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST FUND with said termination to be effective upon receipt of notice;
(e) In the event TRUSTFUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without noticereceipt of notice by LIFE COMPANY;
(f) At the option of TRUST FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs FUND's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUSTFUND;
(h) At the option of TRUSTFUND, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST FUND within ten days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUSTFUND, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticereceipt of notice by LIFE COMPANY;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUSTFUND, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without receipt of notice;
; (1k) At the option of LIFE COMPANY with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if a Portfolio fails LIFE COMPANY reasonably believes that the FUND may fail to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5so qualify. Termination shall be effective immediately upon receipt of notice.;
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at l) At the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant with respect to the terms and conditions of this Agreement, for all Variable Contracts any Portfolio in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant that such Portfolio fails to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under meet the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain diversification requirements specified in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofArticle 2.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (Fulcrum Separate Account of First Allmerica Fin Life Ins Co)
Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform TRUST's their respective obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In At the option of LIFE COMPANY, in the event TRUST's TRUSTs shares are not registered, issued or sold in accordance with applicable state or federal lawfedera1law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without noticenotice to TRUST;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten sixty(60) days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten sixty(60) days after written notice of such breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without noticesixty (60) days' advance written notice to LIFE COMPANY;
(j) At the option of LIFE COMPANYCOMPANY in the event that any Designated Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, with respect or if LIFE COMPANY reasonably believes that any Designated Portfolio may fail to a Portfolio, so qualify. Termination shall be effective immediately upon notice to the vote of Variable Contract Owners and written approval TRUST;
(k) At the option of LIFE COMPANY in the event that any Designated Portfolio fails to substitute meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Designated Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;
(1) termination by the LIFE COMPANY, upon any substitution of the shares of another investment company or series thereof for the shares of any Portfolio the TRUST in accordance with the terms of the Variable Contracts, provided that LIFE COMPANY has given TRUST at least forty-five (45) days' days prior written notice to TRUST of the date of such substitution;
(k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Term Termination. 8.1 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
8.2 10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 180 days' notice, unless a shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfoliohereunder. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;
(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the National Association of Securities Dealers, Inc.NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;
(e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice;
(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUSTs TRUST's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered delivered, to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available)registered, issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL Termination shall be effective immediately upon such occurrence without notice;
(j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution;
(k) ; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENTADVISER, termination shall be effective immediately upon such occurrence without notice;
(1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice.
8.3 10.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 10.2 hereof, TRUST will at its option may elect to continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B)shares, as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY TRUST so elects for TRUST to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 10.2 hereof, LIFE COMPANYTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY whether TRUST elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that effect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3 shall not apply 10.3, upon sixty (60) days' prior written notice to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereofother party.
8.4 10.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.
Appears in 1 contract
Sources: Fund Participation Agreement (JPF Separate Account a of Jefferson Pilot Financial Ins Co)