Common use of TERMINATION 10 Clause in Contracts

TERMINATION 10. .1. This Agreement shall terminate: (a) at the option of any party upon one year advance written notice to the other parties; provided, however, such notice shall not be given earlier than one year following the date of this Agreement; or (b) at the option of the Insurance Company to the extent that shares of Funds are not reasonably available to meet the requirements of the Contracts as determined by the Insurance Company, provided, however, that such a termination shall apply only to the Fund(s) not reasonably available. Prompt written notice of the election to terminate for such cause shall be furnished by the Insurance Company to the Trust and BBOI Worldwide; or (c) at the option of the Trust or BBOI Worldwide, in the event that formal administrative proceedings are instituted against the Insurance Company by the NASD, the Commission, an insurance commissioner or any other regulatory body regarding the Insurance Company's duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Trust's shares, provided, however, that the Trust determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Insurance Company to perform its obligations under this Agreement; or (d) at the option of the Insurance Company in the event that formal administrative proceedings are instituted against the Trust or BBOI Worldwide by the NASD, the Commission, or any state securities or insurance department or any other regulatory body, provided, however, that the Insurance Company determines in its sole judgement exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Trust or BBOI Worldwide to perform its obligations under this Agreement; or (e) with respect to any Account, upon requisite vote of the Contract owners having an interest in that Account (or any subaccount) to substitute the shares of another investment company for the corresponding Fund shares in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. The Insurance Company will give at least 30 days' prior written notice to the Trust of the date of any proposed vote to replace the Trust's shares; or (f) at the option of the Insurance Company, in the event any of the Trust's shares are not registered, issued or sold in accordance with applicable state and/or federal law or exemptions therefrom, or such law precludes the use of those shares as the underlying investment media of the Contracts issued or to be issued by the Insurance Company; or

TERMINATION 10. .1. This Agreement shall terminate: (a) at the option of any party upon one year advance written notice to the other parties; provided, however, such notice shall not be given earlier than one year following the date of this Agreement; or (b) at the option of the Insurance Company to the extent that shares of Funds are not reasonably available to meet the requirements of the Contracts as determined by the Insurance Company, provided, however, that such a termination shall apply only to the Fund(s) not reasonably available. Prompt written notice of the election to terminate for such cause shall be furnished by the Insurance Company to the Trust and BBOI Worldwide; or (c) at the option of the Trust or BBOI Worldwide, in the event that formal administrative proceedings are instituted against the Insurance Company by the NASD, the Commission, an insurance commissioner or any other regulatory body regarding the Insurance Company's duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Trust's shares, provided, however, that the Trust determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Insurance Company to perform its obligations under this Agreement; or (d) at the option of the Insurance Company in the event that formal administrative proceedings are instituted against the Trust or BBOI Worldwide by the NASD, the Commission, or any state securities or insurance department or any other regulatory body, provided, however, that the Insurance Company determines in its sole judgement exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Trust or BBOI Worldwide to perform perfor its obligations under this Agreement; or (e) with respect to any Account, upon requisite vote of the Contract owners having an interest in that Account (or any subaccount) to substitute the shares of another investment company for the corresponding Fund shares in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. The Insurance Company will give at least 30 days' prior written notice to the Trust of the date of any proposed vote to replace the Trust's shares; or (f) at the option of the Insurance Company, in the event any of the Trust's shares are not registered, issued or sold in accordance with applicable state and/or federal law or exemptions therefrom, or such law precludes the use of those shares as the underlying investment media of the Contracts issued or to be issued by the Insurance Company; or

TERMINATION 10. .1. This Agreement shall terminate: (a) at the option of any party upon one year advance written notice to the other parties; provided, however, such notice shall not be given earlier than one year following the date of this Agreement; or (b) at the option of the Insurance Company to the extent that shares of Funds are not reasonably available to meet the requirements of the Contracts as determined by the Insurance Company, provided, however, that such a termination shall apply only to the Fund(s) not reasonably available. Prompt written notice of the election to terminate for such cause shall be furnished by the Insurance Company to the Trust and BBOI Worldwide; or (c) at the option of the Trust or BBOI Worldwide, in the event that formal administrative proceedings are instituted against the Insurance Company by the NASD, the Commission, an insurance commissioner or any other regulatory body regarding the Insurance Company's duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Trust's shares, provided, however, that the Trust determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Insurance Company to perform its obligations under this Agreement; or (d) at the option of the Insurance Company in the event that formal administrative proceedings are instituted against the Trust or BBOI Worldwide by the NASD, the Commission, or any state securities or insurance department or any other regulatory body, provided, however, that the Insurance Company determines in its sole judgement exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Trust or BBOI Worldwide to perform perfor its obligations under this Agreement; or (e) with respect to any Account, upon requisite vote of the Contract owners having an interest in that Account (or any subaccount) to substitute the shares of another investment company for the corresponding Fund shares in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. The Insurance Company will give at least 30 days' prior written notice to the Trust of the date of any proposed vote to replace the Trust's shares; or (f) at the option of the Insurance Company, in the event any of the Trust's shares are not registered, issued or sold in accordance with applicable state and/or federal law or exemptions therefrom, or such law precludes the use of those shares as the underlying investment media of the Contracts issued or to be issued by the Insurance Company; or (g) at the option of the Insurance Company, if the Trust ceases to qualify as a regulated investment company under Subchapter M of the Code or under any successor or similar provision, or if the Insurance Company reasonably believes that the Trust may fail to so qualify; or (h) at the option of the Insurance Company, if the Trust fails to meet the diversification requirements specified in Article VI hereof; or (i) at the option of either the Trust or BBOI Worldwide, if (1) the Trust or BBOI Worldwide, respectively, shall determine, in their sole judgment reasonably exercised in good faith, that the Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or material adverse publicity will have a material adverse impact upon the business and operations of either the Trust or BBOI Worldwide, (2) the Trust or BBOI Worldwide shall notify the Insurance Company in writing of that determination and its intent to terminate this Agreement, and (3) after considering the actions taken by the Insurance Company and any other changes in circumstances since the giving of such a notice, the determination of the Trust or BBOI Worldwide shall continue to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or

TERMINATION 10. .1. This Agreement shall terminate: (a) at the option of any party upon one one-year advance written notice to the other parties unless otherwise agreed in a separate written agreement among the parties; provided, however, such notice shall not be given earlier than one year following the date of this Agreement; or (b) at the option of the Insurance Company to the extent that if shares of Funds the Portfolios delineated in Schedule 2 are not reasonably available to meet the requirements of the Contracts as determined by the Insurance Company, provided, however, that such a termination shall apply only to the Fund(s) not reasonably available. Prompt written notice of the election to terminate for such cause shall be furnished by the Insurance Company to the Trust and BBOI Worldwide; or (c) at the option of the Trust or BBOI Worldwide, in the event that Fund upon institution of formal administrative proceedings are instituted against the Insurance Company by the NASD, the CommissionSEC, an the insurance commissioner commission of any state or any other regulatory body regarding the Insurance Company's duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of any the Account, or the purchase of the Trust's Fund shares, provided, however, that the Trust determines in its sole judgment exercised in good faith, that any such administrative proceedings will which would have a material adverse effect upon on the Company's ability of the Insurance Company to perform its obligations under this Agreement; or (d) at the option of the Insurance Company in the event that upon institution of formal administrative proceedings are instituted against the Trust Fund or BBOI Worldwide the Underwriter by the NASD, the CommissionSEC, or any state securities or insurance department or any other regulatory body, provided, however, that the Insurance Company determines in its sole judgement exercised in good faith, that any such administrative proceedings will which would have a material adverse effect upon on the Fund's or the Underwriter's ability of the Trust or BBOI Worldwide to perform its obligations under this Agreement; or (e) with respect to at the option of the Company or the Fund upon receipt of any Account, upon requisite necessary regulatory approvals and/or the vote of the Contract owners contractowners having an interest in that the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Portfolio shares of the Fund shares in accordance with the terms of the Contracts for which those Fund Portfolio shares had been selected to serve as the underlying investment media. The Insurance Company will give at least 30 days' days prior written notice to the Trust Fund of the date of any proposed vote or other action taken to replace the TrustFund's shares; or or (f) at the option of the Company or the Fund upon a determination by a majority of the Fund Board, or a majority of the disinterested Fund Board members, that an irreconcilable material conflict exists among the interests of (i) all contractowners of variable insurance products of all separate accounts or (ii) the interests of the Participating Insurance Companies investing in the Fund as delineated in Article VII of this Agreement; or (g) at the option of the Company if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; or (h) at the option of the Company if the Fund fails to meet the diversification requirements specified in Article VI hereof; or (i) at the option of any party to this Agreement, upon another party's material breach of any provision of this Agreement; or (j) at the option of the Company, if the Company determines in its sole judgment exercised in good faith, that either the Fund or the Underwriter 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 Company; or (k) at the option of the Fund or Underwriter, if the Fund or Underwriter respectively, shall determine in its sole judgment exercised in good faith, that the 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 Fund or Underwriter; or (l) at the option of the Fund in the event any of the Trust's shares Contracts are not registered, issued or sold in accordance with applicable federal and/or state and/or federal law or exemptions therefrom, or law. Termination shall be effective immediately upon such law precludes the use of those shares as the underlying investment media of the Contracts issued or to be issued by the Insurance Company; oroccurrence without notice.