Common use of TERMINATION 10 Clause in Contracts

TERMINATION 10. 1. This Agreement will terminate: (a) at the option of any party, with or without cause, with respect to some or all of the Designated Portfolios, upon sixty (60) days' advance written notice to the other parties or, if later, upon receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed in a separate written agreement among the parties; or (b) at the option of the Company, upon receipt of the Company's written notice by the other parties, with respect to any Designated Portfolio if shares of the Designated Portfolio are not reasonably available to meet the requirements of the Contracts as determined in good faith by the Company; or (c) at the option of the Company, upon receipt of the Company's written notice by the other parties, with respect to any Designated Portfolio in the event any of the Designated Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or Federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by Company; or (d) at the option of the Trust, upon receipt of the Trust's written notice by the other parties, upon institution of formal proceedings against the Company by the NASD, the SEC, the insurance commission of any state or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of the Account, or the purchase of the Trust shares, provided that the Trust determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Company's ability to perform its obligations under this Agreement; or (e) at the option of the Company, upon receipt of the Company's written notice by the other parties upon institution of formal proceedings against the Trust, Adviser or the Distributor by the NASD, the SEC, or any state securities or insurance department or any other regulatory body, provided that the Company determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Trust's or the Distributor's ability to perform its obligations under this Agreement; or (f) at the option of the Company, upon receipt of the Company's written notice by the other parties, if the Trust 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 and in good faith believes that the Trust may fail to so qualify; or (g) at the option of the Company, upon receipt of the Company's written notice by the other parties, with respect to any Designated Portfolio if the Trust fails to meet the diversification requirements specified in Article V1 hereof or if the Company reasonably and in good faith believes the Trust may fail to meet such requirements; or (h) at the option of any party to this Agreement, upon written notice to the other parties, upon another party's material breach of any provision of this Agreement which material breach is not cured within thirty (30) days of said notice; or (i) at the option of the Company, if the Company determines in its sole judgment exercised in good faith, that either the Trust, the Adviser or the Distributor 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, such termination to be effective sixty (60) days' after receipt by the other parties of written notice of the election to terminate; or (j) at the option of the Trust or the Distributor, if the Trust or the Distributor respectively, determines 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 Trust or the Adviser, such termination to be effective sixty (60) days' after receipt by the other parties of written notice of the election to terminate; or (k) at the option of the Company or the Trust upon receipt of any necessary regulatory approvals and/or the vote of the contractowners having an interest in the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Designated Portfolio shares of the Trust in accordance with the terms of the Contracts for which those Designated Portfolio shares had been selected to serve as the underlying investment media. The Company will give sixty (60) days' prior written notice to the Trust of the date of any proposed vote or other action taken to replace the Trust's shares; or (1) at the option of the Company or the Trust upon a determination by a majority of the Trust Board, or a majority of the disinterested Trust Board members, that an irreconcilable material conflict exists among the interests of: (1) all contractowners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Trust as set forth in Article VII of this Agreement; or

TERMINATION 10. 110.1. This Agreement will terminateshall continue in full force and effect until the first to occur of: (a) at the option of termination by any party, with or without cause, for any reason with respect to some or all of the Designated Portfolios, upon sixty by three (603) days' months advance written notice delivered to the other parties or, if later, upon receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed in a separate written agreement among the parties; or (b) at termination by the option of Company by written notice to the Company, Fund and the Adviser based upon receipt of the Company's written notice by the other parties, with respect to any Designated Portfolio if determination that shares of the Designated Portfolio Fund are not reasonably available to meet the requirements of the Contracts as determined in good faith by the CompanyContracts; or (c) at termination by the option of the Company, upon receipt of the Company's Company by written notice by to the other parties, with respect to any Designated Portfolio Fund and the Adviser in the event any of the Designated Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or Federal federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or (d) at the option of the Trust, upon receipt of the Trust's written notice termination by the other parties, upon institution of Fund or Adviser in the event that formal administrative proceedings are instituted against the Company by the NASD, the SEC, the insurance commission Insurance Commissioner or like official of any state or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of the any Account, or the purchase of the Trust Designated Portfolios' shares; provided, provided however, that the Trust Fund or Adviser determines in its sole judgment, judgment exercised in good faith, that any such proceeding would administrative proceedings will have a material adverse effect on upon the Company's ability of the Company to perform its obligations under this Agreement; or (e) at the option of the Company, upon receipt of the Company's written notice termination by the other parties upon institution of Company in the event that formal administrative proceedings are instituted against the Trust, Fund or Adviser or the Distributor by the NASD, the SEC, SEC or any state securities or insurance department or any other regulatory body; provided, provided however, that the Company determines in its sole judgment, judgment exercised in good faith, that any such proceeding would administrative proceedings will have a material adverse effect on upon the Trust's ability of the Fund or the Distributor's ability Adviser to perform its obligations under this Agreement; or (f) at termination by the option of the Company, upon receipt of the Company's Company by written notice by to the other parties, if Fund and the Trust Adviser with respect to any Designated Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of or fails to comply with the Internal Revenue Code, or under any successor or similar provisionSection 817(h) diversification requirements specified in Article VI hereof, or if the Company reasonably and in good faith believes that the Trust such Portfolio may fail to so qualifyqualify or comply; or (g) at termination by the option of the Company, upon receipt of the Company's Fund or Adviser by written notice by to the other parties, with respect to any Designated Portfolio if Company in the Trust fails event that the Contracts fail to meet the diversification requirements qualifications specified in Article V1 hereof or if the Company reasonably and in good faith believes the Trust may fail to meet such requirementsSection 6.3 hereof; or (h) at termination by either the option of any party to this Agreement, upon Fund or the Adviser by written notice to the other parties, upon another party's material breach of any provision of this Agreement which material breach is not cured within thirty (30) days of said notice; or (i) at the option of the Company, if either one or both of the Company determines in its sole judgment exercised in good faith, that either the Trust, Fund or the Adviser or the Distributor 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, such termination to be effective sixty (60) days' after receipt by the other parties of written notice of the election to terminate; or (j) at the option of the Trust or the Distributor, if the Trust or the Distributor respectively, determines shall determine, in its their sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations operations, financial condition, or financial condition prospects since the date of this Agreement or is the subject of material adverse publicity which is likely publicity; or (i) termination by the Company by written notice to have the Fund and the Adviser, if the Company shall determine, in its sole judgment exercised in good faith, that the Fund or the Adviser has suffered a material adverse impact upon change in its business, operations, financial condition or prospects since the business and operations date of this Agreement or is the Trust subject of material adverse publicity; or (j) termination by the Fund or the AdviserAdviser by written notice to the Company, if the Company gives the Fund and the Adviser the written notice specified in Section 1.8(a)(ii) hereof and at the time such notice was given there was no notice of termination to outstanding under any other provision of this Agreement; provided, however, any termination under this Section 10.1(j) shall be effective sixty (60forty-five days after the notice specified in Section 1.8(a)(ii) days' after receipt by the other parties of written notice of the election to terminatewas given; or (k) at termination by the option Adviser or Fund if the Board has decided to (i) refuse to sell shares of any Designated Portfolio to the Company and/or any of its Accounts; (ii) suspend or terminate the offering of shares of any Designated Portfolio; or (iii) dissolve, reorganize, liquidate, merge or sell all assets of the Company or the Trust upon receipt of any necessary regulatory approvals and/or the vote of the contractowners having an interest in the Account (or any subaccountDesignated Portfolio, subject to the provisions of Section 1.1; or (l) to substitute termination by the Company upon any substitution of the shares of another investment company or series thereof for the corresponding shares of a Designated Portfolio shares of the Trust Fund in accordance with the terms of the Contracts for which those Designated Portfolio shares had been selected to serve as Contracts, provided that the underlying investment media. The Company will give sixty (60) days' has given at least 45 days prior written notice to the Trust Fund and Adviser of the date of any proposed vote or other action taken to replace the Trust's sharessubstitution; or (1m) termination by any party in the event that the Board determines that a material irreconcilable conflict exists as provided in Article VII. (a) Notwithstanding any termination of this Agreement, and except as provided in Section 10.2(b), the Fund and the Adviser shall, at the option of the Company, continue, until the one year anniversary from the date of termination, and from year to year thereafter if deemed appropriate by the Fund and the Adviser, to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, based on instructions from the owners of the Existing Contracts, the Accounts shall be permitted to reallocate investments in the Designated Portfolios of the Fund and redeem investments in the Designated Portfolios, and shall be permitted to invest in the Designated Portfolios in the event that owners of the Existing Contracts make additional premium payments under the Existing Contracts. Company agrees, promptly after any termination of this Agreement, to take all steps necessary to redeem the investment of the Accounts in the Designated Portfolios within one year from the date of termination of the Agreement as provided in Article X. Such steps shall include, but not be limited to, obtaining an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for the shares of the Designated Portfolios. The Fund or the Trust upon a determination by a majority Adviser may, in their discretion, permit the Accounts to continue to invest in the Designated Portfolios beyond such one year anniversary for an additional year beginning on the first annual anniversary of the Trust Boarddate of termination, and from year to year thereafter; provided that the Fund or a majority the Adviser agrees in writing to permit the Accounts to continue to invest in the Designated Portfolios at the beginning of any such year. (b) In the event (i) the Agreement is terminated pursuant to Sections 10.1(g) or 10.1(m), at the option of the disinterested Trust Board members, that an irreconcilable material conflict exists among Fund or the interests of: (1) all contractowners of variable insurance products of all separate accountsAdviser; or (2ii) the interests one year anniversary of the Participating Insurance Companies investing termination of the Agreement is reached or, after waiver as provided in Section 10.2(a), such subsequent anniversary is reached (each of (i) and (ii) referred to as a "triggering event" and the Trust date of termination as set forth provided in (i) or the date of such anniversary as provided in (ii) referred to as the "request date"), the parties agree that such triggering event shall be considered as a request for immediate redemption of shares of the Designated Portfolios held by the Accounts, received by the Fund as of the request date, and the Fund agrees to process such redemption request in accordance with the 1940 Act and the regulations thereunder and the Fund's registration statement. (c) The parties agree that this Section 10.2 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement; or. The parties further agree that, to the extent that all or a portion of the assets of the Accounts continue to be invested in the Fund or any Designated Portfolio of the Fund, Articles I, II, VI, VII, VIII and IX will remain in effect after termination. 10.3. The Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Company's assets held in the Account) except (i) as necessary to implement Contract owner initiated or approved transactions, (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption"), (iii) upon 45 days prior written notice to the Fund and Adviser, as permitted by an order of the SEC pursuant to Section 26(c) of the 1940 Act, but only if a substitution of other securities for the shares of the Designated Portfolios is consistent with the terms of the Contracts, or (iv) as permitted under the terms of the Contract. Upon request, the Company will promptly furnish to the Fund and the Adviser reasonable assurance that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contacts, the Company shall not prevent Contract owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund or the Adviser 45 days notice of its intention to do so. 10.4. Notwithstanding any termination of this Agreement, each party's obligation under Article VIII to indemnify the other parties shall survive.