Termination Contract Clauses (20,323)

Termination. This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, by the trustees of the Trust or by a vote of the majority of the outstanding voting securities of that Fund, as defined in the Investment Company Act, upon giving 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time upon the giving of 60 days' written notice to the Trust. This Agreement shall terminate automatically in the event of its assignment... (as defined in Section 2(a)(4) of the Investment Company Act). Subject to prior termination as hereinbefore provided, this Agreement shall continue in effect for two years from the date hereof and indefinitely thereafter, but only so long as the continuance after such two-year period is specifically approved annually by (a) the trustees of the Trust or by the vote of the majority of the outstanding voting securities of each Fund, as defined in the Investment Company Act, and (b) the trustees of the Trust in the manner required by the Investment Company Act, provided that any such approval may be made effective not more than 60 days thereafter. View More

Termination. Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Executive's Termination, shall remain exercisable as follows: (a) In the event of the Executive's Termination by reason of death or Disability, the vested portion of the Option shall remain exercisable until the earlier of (i) two (2) years from the date of such Termination or (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof. (b) In the event of the Executive'...s involuntary Termination without Cause, or the Executive's voluntary Termination for Good Reason, the vested portion of the Option shall remain exercisable until the expiration of the stated term of the Option pursuant to Section 4 hereof. (c) In the event of the Executive's voluntary Termination without Good Reason (other than a voluntary Termination described in Section 5(d) below), the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination or (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof. (d) In the event of the Executive's Termination for Cause or in the event of the Executive's voluntary Termination without Good Reason within ninety (90) days after an event that would be grounds for a Termination for Cause, the Executive's entire Option (whether or not vested) shall terminate and expire upon the date of such Termination. 3 6. Restriction on Transfer of Option. No part of the Option shall be Transferred other than by will or by the laws of descent and distribution and during the lifetime of the Executive, may be exercised only by the Executive or the Executive's guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (except as provided by law or herein), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to Transfer the Option or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, such transfer shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and to issue "stop transfer" instructions to its transfer agent. View More

Termination. In connection with the Executive's resignation of employment for Good Reason, effective on the date hereof (the "Termination Date"), the Executive hereby confirms his resignation from all positions with the Company and its affiliates, including as an officer, director, employee, or fiduciary of the Company or any affiliate. The Executive will execute such letters or documents that the Company or any affiliate deems necessary and proper to effect the foregoing resignations.

Termination. This Agreement shall terminate automatically and be of no further force or effect upon the earlier of (i) the valid termination of the Merger Agreement in accordance with its terms and (ii) the Effective Time, provided that nothing herein shall relieve any party to this Agreement from Liability for any breach of this Agreement, and Sections 8, 10-15 shall survive any termination of this Agreement.

Termination. (a) This Agreement may be terminated for any reason, at any time, by either the Company or the Agent, upon prior written notice to the other party hereto. Any termination shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares,... such sale shall settle in accordance with the provisions of Section 4 hereof. (b) The Agent may terminate a Terms Agreement to which it is a party at any time at or prior to the applicable Settlement Date if (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, the New York Stock Exchange or NASDAQ, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the Agent's judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares subject to such Terms Agreement on the terms and in the manner contemplated in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (c) This Agreement shall remain in full force and effect until such time as Shares having an aggregate gross sales price equal to the Maximum Amount shall have been sold, in the aggregate, under this Agreement, any Alternative Sales Agreement, any Terms Agreement, any Alternative Terms Agreement, and any Confirmation, at which time this Agreement shall automatically terminate, unless this Agreement is terminated prior thereto pursuant to this Section 10 or otherwise by mutual agreement of the parties. The Company shall promptly notify the Agent of any automatic termination pursuant to this Section 10(c). (d) In the event of any termination under this Section 10, neither party will have any liability to the other party hereto, except that (i) the Agent shall be entitled to any commissions earned in accordance with Section 2(b) hereof, (ii) if at the time of termination (A) the Agent shall own any Shares purchased by it as principal pursuant to a Terms Agreement or (B) the Company has instructed the Agent to offer and sell any Shares but the Settlement Date with respect to such Shares has not occurred, the covenants set forth in Section 6 hereof shall remain in effect until such Shares are resold or so delivered, as the case may be, and (iii) the covenant set forth in Section 6(h) hereof, the provisions of Section 6(j), 8, 13, 15 and 17 hereof and this Section 10 shall remain in effect. 41 11. Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. View More

Termination. This Letter of Intent will terminate automatically three hundred sixty-five (365) days after the Public Offering Date and may be terminated earlier upon written notice by either Party to the other Party unilaterally, for any reason or for no reason, with or without cause, at any time. Upon termination, the parties will have no further obligations hereunder except as stated in Paragraphs 9 and 11, which will survive any such termination.

Termination. 14.1 Tiber Creek may terminate this agreement at its election, without further obligation or liability, at any time (i) that Tiber Creek has a reasonable basis to believe that any aspect of the Transactions would constitute a fraud or deception on the market or (ii) that Euro fails to meet its obligations under this agreement in a manner which would constitute a material breach. 14.2 Euro may terminate this agreement at its election, without further obligation or liability, at any time that Tibe...r Creek fails to meet its obligations under this agreement in a manner which would constitute a material breach. 14.3 In the case of any claim of a material breach the party claimed against shall have 5 business days following notice of a claim to cure such bree.ch unless such breach, by its nature, cannot be cured. 15 MISCELLANEOUS. 15.1 COVENANT OF FURTHER ASSURANCES. The parties agree to take any further actions and to execute any further documents which may from time to time be necessary or appropriate to carry out the purposes of this agreement. 15.2 SCOPE OF AGREEMENT. This agreement constitutes the entire understanding. of the parties. No undertakings, warranties or representations have been made other than as contained herein, and no party shall assert otherwise. This agreement may not be changed or amended orally. 15.3 CURRENCY. All references to currency in this agreement are to United States Dollars. 7 15.4 REVIEW OF AGREEMENT. Each party acknowledges that it has had time to review this agreement and, as desired, consult with counsel. In the interpretation of this agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this agreement 15.5 RATIFICATION BY TIIE REPORTING COMPANY. The parties will cause the Reporting Company to ratify and accept this agreement so that it constitutes a binding obligation between the Reporting Company and Tiber Creek according to its terms. 16 EFFECTIVE DATE. The effective date of this agreement is January 19, 2017. View More

Termination. Subject to the rights of any Mortgagee under this Agreement, including the rights set forth in Sections 25 through 28, upon the termination or the expiration of this Agreement, this Agreement shall end and the Authority and AAF shall have no further obligation or commitment under this Agreement, except as to obligations and commitments that are expressly stated to survive the expiration or termination of this Agreement (including the applicable terms of Sections 7, 12, 16, 18, 22, 23 and 28 and ...subsections d, e, h, and m of Section 32, such as the provisions of Section 7 that apply to AAF's option to remove Rail Improvements and other property or abandonment of same). View More

Termination. This Agreement may be terminated upon the occurrence of any of the events set forth in, and subject to the terms of, this Section 17. (a) Death. This Agreement will terminate immediately and automatically upon the death of the Consultant. (b) Disability. This Agreement may be terminated at the Company's option, immediately upon notice to the Consultant, if the Consultant shall suffer a permanent disability. For the purposes of this Agreement, the term "permanent disability" shall mean the Consul...tant's inability to perform his duties under this Agreement, with or without a reasonable accommodation, for a period of 90 consecutive days or for an aggregate of 120 days, whether or not consecutive, in any twelve-month period (the "Disability Period"), due to illness, accident or any other physical or mental incapacity, as reasonably determined in good faith by the Company, subject to compliance with applicable state and federal laws.  (c) Cause. This Agreement may be terminated at the Company's option, immediately upon notice to the Consultant, upon: (i) breach by the Consultant of any material provision of this Agreement or if Consultant fails to adequately perform the Services; (ii) negligence or willful misconduct of the Consultant in connection with the performance of its duties under this Agreement; (iii) fraud, criminal conduct (as evidenced by the filing of any criminal action against the Consultant) or embezzlement by the Consultant; or (iv) Consultant's misappropriation for personal use of assets or business opportunities of the Company. Whether or not cause exists for the termination of this Agreement under this provision 17(c) shall be determined by the Company in its sole judgment, subject only to applicable laws.  (d) Without Cause. This Agreement may be terminated by the Company or the Consultant without Cause at any time upon ten (10) day's written notice to the other party. (e) Effect of Termination. In the event of any termination under this Section 17, the Company shall have no further obligation under this Agreement to make any payments to, or bestow any benefits on, the Consultant from and after the date of the termination, other than payments or benefits accrued and due and payable to Consultant prior to the date of the termination. Notwithstanding termination of this Agreement under this 9 section 17, the post-termination obligations provided in paragraphs 10, 12 and 13 shall continue in full force and effect per the terms and conditions of those paragraphs and agreements. On the effective date of termination of this Agreement for whatever reason, Consultant will immediately (a) cease to engage in performing the Services; (b) cease representing in any manner that he is providing services to the Company as an independent contractor or in another capacity; and (c) return all Company property to the Company. View More

Termination. This Agreement and the Security Interest shall terminate when all of the Obligations (as defined in the Credit Agreement) shall have been paid in full (other than contingent indemnification obligations) in accordance with the terms of the Credit Agreement, the Aggregate Commitments have been terminated and all Letters of Credit that remain outstanding have been Cash Collateralized or with respect to which other arrangements satisfactory to the L/C Issuer have been made; provided, however, that t...he obligations of the Debtors under Section 15 shall survive such termination. In addition, (x) in the event that any Subsidiary ceases to be a Subsidiary of a Debtor (including another Debtor) as a result of a transaction permitted by the Credit Agreement, then such Subsidiary shall automatically be fully and finally released from its obligations hereunder without any further action of the Administrative Agent, the Lenders, or the L/C Issuer, and (y) the Security Interest and Liens granted 22 herein shall be deemed to be released automatically without any further action of the Administrative Agent, the Lenders, or the L/C Issuer as to any Collateral upon the sale, transfer or other disposition of such Collateral to a Person that is not a Debtor pursuant to a Disposition permitted by the Credit Agreement or any other Loan Document (it being understood and agreed, for the avoidance of doubt, that (A) Railcar Sales in the Ordinary Course of Business are transactions expressly permitted under the Loan Documents and that the Administrative Agent's Security Interest and Liens in any railcars (but not the Proceeds thereof) shall be automatically released without any further action of the Administrative Agent, the Lenders, or the L/C Issuer in connection with any such Railcar Sales in the Ordinary Course of Business, and (B) upon the sale of a lease of railcars and all railcars that are Collateral that are subject to such lease pursuant to a Disposition permitted by the Credit Agreement or any other Loan Document, the Administrative Agent's Security Interest and Liens in such railcars and such lease (but not the Proceeds thereof) shall be automatically released without any further action of the Administrative Agent, the Lenders, or the L/C Issuer), and in each instance, the Administrative Agent shall promptly upon written request from the Borrower take all necessary action to document the full and final release of such Debtor or Collateral, as applicable, under this Agreement. The Administrative Agent agrees to release its Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrower of all of the Obligations or (ii) constituting property that is sold or disposed of in a transaction permitted by the Credit Agreement or any other Loan Document if a release is required or desirable in connection therewith and if the Borrower certifies to the Administrative Agent that such sale or disposition is so permitted. View More