Common use of Client Dependencies Clause in Contracts

Client Dependencies. Without limiting the generality of Section 1 above, Dependencies on the Client for the delivery of the Services (“Client Dependencies”) include the following: (a) All Instructions from the Client are complete, validated and authenticated in accordance with procedures in place from time to time between the Client and Citi, and Instructions that are amended or cancelled by the Client are done so in accordance with procedures agreed from time to time between the Client and Citi. (b) The Client responding to requests for Instructions promptly. (c) The communications systems operated by the Client in respect of activities that interface with the Services remaining operational in all material respects. (d) The authority, accuracy, truth and completeness of any information or data provided by an Authorized Person of the Client that is reasonably requested by Citi or is otherwise provided to Citi in connection with the provision of the Services. (e) The validity and enforceability of all relevant Third Party Contracts and the Client remaining in compliance with its obligations thereunder and taking all commercially reasonable steps to enforce the terms of such Third Party Contracts, to the extent that such validity, enforceability and compliance have an impact on the ability of Citi to provide the Services. (f) In particular, for certain Services, the following dependencies will also apply: (i) Where the Client has to provide information to allow pricing functions to be performed (e.g. non-market or new issue prices), this is done by the applicable cut-off time. (ii) The Client providing required tax and capital gains tax data by the applicable cut-off times. (iii) The Client providing Citi with reasonable assistance and cooperation requested by Citi in connection with the management and resolution of discrepancies requiring escalation between the Parties. (iv) The Client informing Citi on a timely basis of any modification to, or replacement of, any agreement to which it is a party to the extent that such change is relevant in any material respect to the provision of the Services. (g) If Citi from time to time identifies a matter not listed in Section 2: (i) that can reasonably only be performed by the Client or its agents; and (ii) upon which Citi’s delivery of the Services is dependent, it shall notify the Client in writing and the Parties shall meet and seek to agree in good faith the inclusion of such matter in the list in Section 2 of this Schedule 3.

Client Dependencies. Without limiting the generality of Section 1 above, Dependencies on the Client for the delivery of the Services (“Client Dependencies”) include the following: (a) All Instructions from the Client are complete, validated and authenticated in accordance with procedures in place from time to time between the Client and CitiCitigroup, and Instructions that are amended or cancelled by the Client are done so in accordance with procedures agreed from time to time between the Client and CitiCitigroup. (b) The Client responding to requests for Instructions promptly. (c) The communications systems operated by the Client in respect of activities that interface with the Services remaining operational in all material respectsfully operational. (d) The authority, accuracy, truth and completeness of any information or data provided by an Authorized Person or on behalf of the Client that is reasonably requested by Citi Citigroup or is otherwise provided to Citi Citigroup in connection with the provision of the Services. (e) The validity and enforceability of all relevant Third Party Contracts and the Client remaining in compliance with its obligations thereunder and taking all commercially reasonable necessary steps to enforce the terms of such Third Party Contracts, to the extent that such validity, enforceability and compliance have an impact on the ability of Citi Citigroup to provide the Services. (f) In particular, for certain Services, the following dependencies will also apply: (i) Where the Client has to provide information to allow pricing functions to be performed (e.g. e.g., non-market or new issue prices), this is done by the applicable cut-off time. (ii) The Client providing required tax and capital gains tax data by the applicable cut-off times. (iii) The Client providing Citi Citigroup with any reasonable assistance and cooperation requested by Citi Citigroup in connection with the management and resolution of discrepancies requiring escalation between the Parties. (iv) The Client informing Citi Citigroup on a timely basis of any modification to, or replacement of, any agreement to which it is a party to the extent that such change is relevant in any material respect to the provision of the Services. (g) If Citi Citigroup from time to time identifies a matter not listed in Section 2: (i) that can reasonably only be performed by the Client or its agents; and (ii) upon which CitiCitigroup’s delivery of the Services is dependent, it shall notify the Client in writing and the Parties shall meet and seek to agree in good faith the inclusion of such matter in the list in Section 2 of this Schedule 3.