Custodian’s Duties Sample Clauses
The "Custodian’s Duties" clause defines the responsibilities and obligations of a custodian in handling and safeguarding assets or documents on behalf of another party. Typically, this clause outlines the standards of care the custodian must uphold, such as securely storing assets, maintaining accurate records, and following instructions from the asset owner. It may also specify reporting requirements and procedures for handling loss or damage. The core function of this clause is to ensure that the custodian acts diligently and transparently, thereby protecting the interests of the party whose assets are being held and minimizing the risk of mismanagement or loss.
Custodian’s Duties. 6.01 Custodian's duties with respect to the Account are intended to be ministerial only, and Custodian may rely upon, and shall not be liable for the propriety, prudence, or correctness of, any instruction made by Principal in accordance with this Agreement. Custodian further agrees that it shall have no ownership interest in the Account or any assets or Securities or funds which comprise the Account, or earnings received by it from any Securities or assets held in the Account, nor does Custodian have any right of offset or other means of exercising any ownership interest over the Account and Securities, except and only in its capacity as Custodian and a bailee for the benefit of the Principal. Custodian shall forward to Principal or Authorized Advisor, if applicable, all prospectuses, proxies, official reports, notices and other materials concerning discretionary management of assets which are received by Custodian as holder of such assets. Custodian shall not vote proxies, act on tender offers, or perform other discretionary acts not specifically authorized by this Agreement without specific instructions from Principal or Authorized Advisor and shall take whatever action necessary to ensure that Principal has the opportunity to exercise its voting rights as a shareholder. Custodian shall be entitled to request instructions from Principal concerning any matter involving the Account, and Principal agrees to promptly respond to any such request.
6.02 Custodian shall not assign, hypothecate, pledge, or otherwise dispose of Securities or other assets deposited by Principal, except pursuant to instructions by Principal.
6.03 Custodian shall from time to time employ one or more sub- custodians on behalf of Principal located in the United States, but only upon being so instructed by Principal's Board of Directors, and provided that the Custodian shall have no more or less responsibility or liability to Principal on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian.
6.04 Upon receiving instruction from Principal's Board of Directors to do so, Custodian may employ as sub-custodian for Principal's foreign securities and other investments, foreign banking institutions and foreign securities depositories designated by Principal, provided that Principal's Board of Directors determines that it is reasonable to rely on Custodian to employ such sub-custodian and Custodian provides written reports notifyi...
Custodian’s Duties. Except as provided in ERISA, the powers, duties and responsibilities of the Custodian shall be as stated in the Custodial Agreement, and unless expressly stated or delegated to the Custodian (with the Custodian’s acceptance), nothing contained in this Plan shall be deemed by implication to impose any additional powers, duties or responsibilities upon the Custodian. All Employer Contributions and Rollover Contributions shall be paid into the Trust, and all benefits payable under the Plan shall be paid from the Trust, except to the extent such amounts are paid to a Custodian other than the Trustee. An Employer shall have no rights or claims of any nature in or to the assets of the Plan except the right to require the Custodian to hold, use, apply and pay such assets in its hands, in accordance with the directions of the Management Committee, for the exclusive benefit of the Participants and their Beneficiaries, except as hereinafter provided.
Custodian’s Duties. (a) The Custodian shall:
(i) hold in safe custody all versions of the Financial Model delivered to it pursuant to the terms hereof, and the provisions of this Custody Agreement shall apply (with any necessary changes being made) to any revised Financial Model;
(ii) hold the Material in a safe and secure environment;
(iii) inform Project Co and the City of the receipt of any copy of the Material;
(iv) at all times retain a copy of the latest verified deposit of the Material; and
(v) promptly notify Project Co and the City if it becomes aware at any time during the term of this Custody Agreement that any copy of the Material held by it has been lost, damaged or destroyed.
(b) The Custodian shall not be responsible for procuring the delivery of the Material in the event of failure by Project Co to do so.
(c) In accordance with Section 10, the Custodian shall allow the PA Parties, the Lenders’ Agent and the auditor retained by the Lenders’ Agent to inspect and audit the Financial Model from time to time.
Custodian’s Duties. (a) The Custodian must maintain ownership of the investments.
(b) The Custodian has no investment duties under the Plan. The Custodian has no duty to consider the prudence of any investment of any kind. The Custodian has no duty to and shall not inquire into any Participant’s or Beneficiary’s investment direction.
Custodian’s Duties. 8.01 Custodian's duties with respect to the Account are intended to be ministerial only, and Custodian may rely upon, and shall not be liable for the propriety, prudence, or correctness of, any instruction made by Principal in accordance with this Agreement. Custodian further agrees that it shall have no ownership interest in the Account or any assets or Securities or funds which comprise the Account, or earnings received by it from any Securities or assets held in the Account, nor does the Custodian have any right of offset or other means of exercising any ownership interest over the Account and Securities, except and only in its capacity as Custodian and a Bailee for the benefit of the Principal. Custodian shall forward to Principal or Authorized Advisor if applicable all prospectuses, proxies, official reports, notices and other materials concerning discretionary management of assets which are received by Custodian as holder of such assets. Custodian shall not vote proxies, act on tender offers, or perform other discretionary acts not specifically authorized by this Agreement without specific instructions from Principal or Authorized Advisor. Custodian shall be entitled to request instructions from Principal concerning any matter involving the Account, and Principal agrees to promptly respond to any such request.
Custodian’s Duties. With respect to each Receivable File which is ------------------ delivered to Custodian hereunder, Custodian will perform the following duties:
(a) Within two (2) Business Days of receipt of each Receivable File and the applicable Closing Checklist, Custodian will cause to be delivered or faxed to Lender, Borrower and Servicer a certification (a "Custodian's Certificate") in the form of ----------------------- Exhibit B attached hereto. ---------
(b) Within ten (10) days after receipt of substantially all of the items shown on the Closing Checklist (which is anticipated to be not later than forty-five (45) days after the receipt of the matters listed in (a) above), Custodian shall give Lender, Owner and Servicer written notice of any exception with respect to a Receivable File in the form of the Custodian's Certificate.
(c) During the term that any Receivable File is held by Custodian and after the initial receipt of documents under (a) and (b), if Custodian discovers any exceptions with respect to such Receivable File, Custodian shall give Lender and Borrower written notice of such exception no later than within ten (10) business days of such discovery.
(d) Custodian shall hold all documents constituting each Receivable File received by it as bailee for the exclusive use and benefit of Lender and (subject to Lender's interest) Borrower under this Agreement. Custodian shall segregate and maintain continuous custody of all documents constituting each Receivable File in secure and fireproof facilities in accordance with customary standards for such custody, until otherwise notified pursuant to this Agreement.
Custodian’s Duties. (a) The Custodian shall be obligated only for the performance of such duties as are specifically set forth herein, and as set forth in any additional written escrow instructions which the Custodian may receive after the date of this Agreement which are signed by an officer of iGo and by each of the Indemnifying Parties, and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Custodian shall not be liable for any act done or omitted hereunder as Custodian while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith.
Custodian’s Duties. The Custodian's duties hereunder are only those ------------------ specifically provided herein and no implied duties shall be read into this Agreement, and the Custodian shall incur no liability whatsoever for any actions or omissions hereunder except for any such liability arising out of or in connection with the Custodian's gross negligence or willful misconduct. The Custodian shall be fully protected and shall suffer no liability in acting in accordance with any written instructions reasonably believed by it to have been given (a) by the Agent with respect to any aspect of the operation of the Restricted Custodial Account (including any such instructions relating to any investments of any amounts on deposit therein) or (b) by the Company, to the extent provided in Section 3.01, with respect to any investments of any amounts on deposit in the Restricted Custodial Account or in Section 3.02, with respect to the transfer of Collateral. The Custodian shall have no obligation to determine whether or not an Event of Default under the Credit Agreement shall have occurred. The Custodian shall not be liable or deemed to be in default hereunder for any failure or delay in performance of any duty in whole or in part arising out of or caused by circumstances beyond its control including, without limitation, acts of God, interruption, delay in, or loss (partial or complete) of electrical power or of computer (hardware or software) or communication services; act of civil or military authority; sabotage, war or other government action; civil disturbance or riot; strike or other industrial dispute; national emergency; epidemic; flood, earthquake, fire, or other catastrophe; government, judicial, or self-regulatory organization order, rule, or regulation; energy or natural resource difficulty or shortage; and inability to obtain or timely to obtain materials, equipment, or transportation.
Custodian’s Duties. Custodian shall have no duty with respect to any of the Custody Shares other than the duty to use reasonable care in the safe custody of the Custody Shares and to follow all instructions of Golden Harbor.