INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC Sample Clauses
The "INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC" clause ensures that any instructions or directives given under an agreement must align with the foundational governing documents, such as the articles of incorporation or association. In practice, this means that parties cannot issue instructions that would require actions contrary to the company's constitutional documents or applicable laws. For example, a director or shareholder cannot instruct management to take steps that violate the company's articles. This clause serves to maintain legal and organizational consistency, preventing conflicts between operational decisions and the entity's core governing rules.
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INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. (a) Unless otherwise provided in this Agreement, U.S. Trust shall act only upon Proper Instructions. U.S. Trust may assume that any Proper Instruction received hereunder are not in any way inconsistent with any provision of the Declaration or By-Laws or any vote or resolution of the Fund's Board of Directors or any committee thereof. U.S. Trust shall be entitled to rely upon any Proper Instructions actually received by U.S. Trust pursuant to this Agreement. The Fund agrees that U.S. Trust shall incur no liability in acting in good faith upon Proper Instructions given to U.S. Trust, except to the extent such liability was incurred as a result of U.S. Trust's negligence or willful misconduct. In accord with instructions from the Fund, as required by accepted industry practice or as U.S. Trust may elect in effecting the execution of Fund instructions, advances of cash or other Property made by U.S. Trust, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities owed to U.S. Trust by the Fund, or to any other party which has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or overdelivery of Property, shall be deemed a loan by U.S. Trust to the Fund, payable on demand, bearing interest at such rate customarily charged by U.S. Trust for similar loans.
(b) The Fund agrees that test arrangements, authentication methods or other security devices to be used with respect to instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess, or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of such arrangements, methods or devices as U.S. Trust may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which U.S. Trust makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage incurred by U.S. Trust or by the Fund as a result of U.S. Trust's acting in accordance with instructions from any unauthorized person using the proper security device except to the extent such loss, liability or damage was incurred as a result of U.S. Trust's negligence or willful misconduct. U.S. Trust may electronically record, but shall not be obliga...
INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC a. Unless otherwise provided in this Agreement, Wachovia shall act only upon Proper Instructions. Wachovia may assume that any Proper Instructions received hereunder are not in any way inconsistent with any provision of the Articles or Declaration or By-Laws of the Fund or any vote or resolution of the Fund's Board of Directors, or any committee thereof. Wachovia shall be entitled to rely upon any Proper Instructions it actually receives pursuant to this Agreement and which it reasonably believes an Authorized Person has given. The Fund agrees that Wachovia shall incur no liability in acting in good faith upon Proper Instructions that Wachovia reasonably believes an Authorized Person has given to Wachovia. The Fund agrees to forward to Wachovia Proper Instructions confirming oral instructions by the close of business of the same day that the oral instructions are given to Wachovia. However, the Fund agrees that where Wachovia does not receive confirming Proper Instructions or receives contrary Proper Instructions, the validity or enforceability of transactions the oral instructions authorize and which Wachovia carries out shall not be affected.
b. In accordance with instructions from the Fund, as accepted industry practice requires or as Wachovia may elect in effecting Proper Instructions, Wachovia shall be deemed to make a loan to the Fund, payable on demand, bearing interest at a rate it customarily charges for similar loans, when Wachovia advances cash or other Property, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities the Fund owes to Wachovia, or to any other party that has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property.
c. The Fund agrees that test arrangements, authentication methods or other security devices to be used for Proper Instructions which the Fund may give by telephone, telex, facsimile transmission, bank wire or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of the arrangements, methods or devices as Wachovia may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which Wachovia makes available to the Fund and agrees that the Fund shall be responsible f...
INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. Unless otherwise ----------------------------------------------- provided in this Agreement, U.S. Trust shall act only upon Written Instructions. U.S. Trust may assume that any Written Instructions received hereunder are not in any way inconsistent with any provision of the Articles or By-Laws of the Fund or any vote or resolution of the Fund's Directors, or any committee thereof. U.S. Trust
INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. (a) Unless otherwise provided in this Agreement, Chase shall act only upon Proper Instructions. Chase may assume that any Proper Instructions received hereunder are not in any way inconsistent with any provision of the Articles or By-Laws or any vote or resolution of the Fund's Board of Directors or any committee thereof. Chase shall be entitled to rely upon any Proper Instructions actually received by Chase pursuant to this Agreement. The Fund agrees that Chase shall incur no liability for following Proper Instructions given to Chase.. In accord with instructions from the Fund, as required by accepted industry practice or as Chase may elect in effecting the execution of Fund instructions, advances of cash or other Property made by Chase, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities owed to Chase by the Fund, or to any other party which has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property, shall be deemed a loan by Chase to the Fund, payable on demand, bearing interest at such rate customarily charged by Chase for similar loans.
(b) The Fund agrees that test arrangements, authentication methods or other security devices to be used with respect to instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess, or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of such arrangements, methods or devices as Chase may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which Chase makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage incurred by Chase or by the Fund as a result of Chase's acting in accordance with instructions from any unauthorized person using the proper security device, unless such unauthorized use is a result of Chase's negligence or willful misconduct. Chase may electronically record, but shall not be obligated to so record, any instructions given by telephone and any other telephone discussions with respect to the Fund. In the event that the Fund uses Chase's Asset Management system or any successor electronic communications or information system, ...
INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. Unless otherwise provided in this Agreement, U.S. Trust shall act only upon Written Instructions. U.S. Trust may assume that any Written Instructions received hereunder are not in any way inconsistent with any provision of the Articles or By-Laws of the Fund or any vote or resolution of the Fund’s Directors, or any committee thereof. U.S. Trust shall be entitled to rely upon any Written Instructions actually received by U.S. Trust pursuant to this Agreement. The Fund agrees that U.S. Trust shall incur no liability in acting in good faith upon Written Instructions given to U.S. Trust. In accord with instructions from the Fund, as required by accepted industry practice or as U.S. Trust may elect in effecting the execution of Fund instructions, advances of cash or other Property made by U.S. Trust, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities owed to U.S. Trust by the Fund, or to any other party which has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property shall be deemed a loan by U.S. Trust to the Fund, payable on demand, bearing interest at such rate customarily charged by U.S. Trust for similar loans. The Fund agrees that test arrangements, authentication methods or other security devices to be used with respect to instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of such arrangements, methods or devices as U.S. Trust may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which U.S. Trust makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage incurred by U.S. Trust or by the Fund as a result of U.S. Trust’s acting in accordance with instructions from any unauthorized person using the proper security device unless such loss, liability or damage was incurred as a result of U.S. Trust’s negligence or willful misconduct. U.S. Trust may electronically record, but shall not be obligated to so record, any instructions given by telephone and any other telephone discussions with respect to the Account. In the event that the Fund use...
INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. Unless otherwise provided in this Agreement, U.S. Trust shall act only upon Written Instructions. U.S. Trust may assume that any Written Instructions received hereunder are not in any way inconsistent with any provision of the Articles or By-Laws of the Fund or any vote or resolution of the Fund's Directors, or any committee thereof. U.S. Trust shall be entitled to rely upon any Written Instructions actually received by U.S. Trust pursuant to this Agreement. The Fund agrees that U.S. Trust shall incur no liability in acting upon Written Instructions given to U.S.
INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. The Custodian shall act only upon Proper Instructions. The Custodian may assume that any Proper Instructions received hereunder are not in any way inconsistent with any provision of the Articles or By-Laws of the Company or any vote or resolution of the Company's Board of Directors, or any committee thereof. The Custodian shall be entitled to rely upon any Proper Instructions actually received by the Custodian pursuant to this Agreement. The Company agrees that the Custodian shall incur no liability in acting upon Proper Instructions given to the Custodian. In accordance with instructions from the Company, advances of cash or other Property made by the Custodian, arising