Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement. (b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions. (c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person. (d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon. (e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions. (f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer. (g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon. (h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 20 contracts
Sources: Custody Agreement (21Shares Polkadot ETF), Custody Agreement (21Shares Dogecoin ETF), Custody Agreement (21Shares XRP ETF)
Instructions. (a) Except Unless the terms of this Agreement or PNC’s Written Procedures (as otherwise defined in Section 20 below) expressly provided provide, in the reasonable discretion of PNC, all requisite details and directions for it to take or omit to take a specific action, PNC may, before acting or not acting on a particular matter, require the Fund to provide it with Oral Instructions or Written Instructions with respect to the matter. Whether received from the Fund in response to a such request or otherwise, PNC shall be obligated to act on an Instruction with respect to a particular matter only if in PNC’s reasonable judgment it is consistent with the prevailing commercial and industry practice on that matter, is reasonably necessary and appropriate to and consistent with the services contemplated by this Agreement, BNY Mellon will have no does not require deviation from PNC’s then-current policies and procedures, is not in conflict or inconsistent with any law, rule, regulation, order or legal process of any nature or any provision of this Agreement, and does not subject PNC to a liability or obligation not contemplated by this Agreement, including without limitation unreimbursed costs and expenses, increases in required resources, regulatory sanction or criticism, or civil or criminal action. PNC may decline to take any action hereunder unless and until it receives act on Instructions issued that do not in its reasonable judgment conform to the foregoing. As a condition to acting in accordance with particular Instructions, PNC may require that the Fund or any third parties affected by Instructions, provide indemnification in addition to any that may be provided for in this AgreementAgreement and agree to other appropriate terms and conditions.
(b) Customer will PNC shall be responsible for ensuring entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person. PNC may assume that (i) only Authorized Persons issue any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents of the Fund, the terms of this Agreement or of any vote, resolution or proceeding of the Fund’s Board of Directors or of the Fund’s shareholders, unless and until PNC receives Written Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructionscontrary.
(c) Where Customer may or is required to issue InstructionsPNC may, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion discretion, decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions as authorization to act or not act with respect to a particular matter and may require Written Instructions before acting or not acting on behalf of the Fund with respect to any matter. In the event PNC accepts Oral Instructions, BNY Mellon may in certain limited circumstances accept the Fund agrees as a condition to PNC’s acceptance of the Oral Instructions, to deliver to PNC, for receipt by 5:00 p.m. on the same business day as the day the Oral Instructions were given, Written Instructions which confirm the Oral Instructions. In such event, such the event Written Instructions confirming Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoingare received late, Customer agrees that the fact that such written confirmation is not received by BNY Mellonare never received, or that such written confirmation contradicts fail to contain terms which confirm the Oral InstructionInstructions in all material respects, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or validity, authorization and enforceability of the Oral Instructions, all actions, transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed non-actions occurring as a result of the protections Oral Instructions, and risks associated with PNC’s ability to rely on the various methods of transmitting Oral Instructions to BNY Mellon and that there may shall not be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security proceduresabridged, if anyabrogated, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection nullified or adversely impacted in light of its particular needs and circumstancesany manner.
Appears in 20 contracts
Sources: Transfer Agency Services Agreement (Ing Funds Trust), Transfer Agency Services Agreement (Ing Senior Income Fund), Transfer Agency Services Agreement (Ing Equity Trust)
Instructions. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (a“Instructions”) Except given pursuant to the Indenture and delivered using the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as otherwise expressly available for use in connection with its services hereunder (collectively, “Electronic Means”); provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a Person is to be added or deleted from the listing. If the Issuer elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided in this Agreement, BNY Mellon will to the Trustee have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that (i) only Authorized Persons issue Officers transmit such Instructions to BNY Mellon the Trustee and (ii) that the Issuer and all Authorized Persons Officers are solely responsible to safeguard the use and treat with extreme care any confidentiality of applicable user and authorization codes, passwords and and/or authentication keys used in connection upon receipt by the Issuer. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (di) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and will be entitled to act the risk of interception and rely upon any Instruction received misuse by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or third parties; (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon the Trustee and that there may be more secure methods of transmitting Instructions than the method method(s) selected by the sender. Customer agrees Issuer; (iii) that the security procedures, procedures (if any, ) to be followed by Customer and BNY Mellon in connection with respect to the its transmission and authentication of Instructions provide to Customer it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
Appears in 17 contracts
Sources: Forty Seventh Supplemental Indenture (Sysco Corp), Forty Sixth Supplemental Indenture (Sysco Corp), Forty Fifth Supplemental Indenture (Sysco Corp)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring requiring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, Instructions and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, necessary and must be delivered using such methods as are described in the definition of “Instructions” and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations as determined by the advice of BNY Mellon’s counsel or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer to the extent permitted by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 14 contracts
Sources: Custody Agreement (Federated Hermes ETF Trust), Custody Agreement (Federated Hermes ETF Trust), Custody Agreement (Federated Hermes ETF Trust)
Instructions. (a) Except as Unless otherwise expressly provided in this AgreementAppendix, BNY Mellon will have no obligation ICCC shall act only upon Oral and Written Instructions. ICCC shall be entitled to take rely upon any action hereunder unless Oral and until Written Instruction it receives Instructions issued in accordance with this Agreement.
from an Authorized Person (b) Customer will or from a person reasonably believed by ICCC to be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon this Agreement. ICCC may assume that any Oral or Written Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it hereunder is not part in any way inconsistent with the provisions of BNY Mellon’s normal practices each Fund's Articles of Incorporation, the Portfolios' Declaration of Trust, the Master Services Agreement, or any Appendix attached thereto, or of any vote, resolution or proceeding of each Fund's Board of Directors, the Portfolios' Board of Trustees or shareholders. Each Fund and procedures the Portfolios agree to accept forward to ICCC Written Instructions confirming Oral Instructions, BNY Mellon may Instructions so that ICCC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by ICCC shall in certain limited circumstances accept no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. In Each Fund and the Portfolios further agree that ICCC shall incur no liability to each Fund or the Portfolios in acting upon Oral or Written Instructions provided such eventinstructions reasonably appear to have been received from an Authorized Person. If ICCC is in doubt as to any action it should or should not take, such ICCC may request directions or advice, including Oral or Written Instructions, from each Fund or the Portfolios. ICCC shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral or Written Instructions will be deemed it receives from each Fund, the Portfolios or from counsel and which ICCC believes, in good faith, to be Instructions for purposes consistent with those directions, advice or Oral of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writingWritten Instructions. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in ICCC shall have no way affect obligation (i) BNY Mellon’s reliance on to seek such directions, advice or Oral Instruction or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the validity terms of other provisions of this Appendix, the same is a condition of ICCC's properly taking or enforceability of transactions authorized by not taking such Oral Instruction and effected by BNY Mellonaction.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 13 contracts
Sources: Master Services Agreement (Flag Investors Communications Fund Inc), Master Services Agreement (Flag Investors Portfolios Trust), Master Services Agreement (Flag Investors Funds Inc)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) The Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to InstructionsInstructions and, and subject to the Standard of Care, BNY Mellon will be entitled to act and rely upon any Instruction received by BNY Mellon.
(ed) All Instructions must include all information necessary, and must be delivered using such methods as are described in the definition of “Instructions” and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise times, all as communicated in sufficient time, writing via Nexen (or a successor system) from time to enable time by BNY Mellon to act upon such Instructionsthe Customers.
(fe) BNY Mellon may in its sole discretion discretion, and subject to the Standard of Care, decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e3.2(d) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practicespractices (all as communicated in writing via Nexen (or a successor system) from time to time by BNY Mellon to the Customers), in which event BNY Mellon will promptly notify the relevant Customer.
(gf) Each Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral InstructionsInstructions in accordance with the Standard of Care. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, each Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction in accordance with the Standard of Care, or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(hg) Each Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Each Customer agrees that the security procedures, if any, to be followed by the Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to the Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 13 contracts
Sources: Custody Agreement (Pioneer Series Trust X), Custody Agreement (Pioneer Money Market Trust), Custody Agreement (Pioneer Fund /Ma/)
Instructions. (a) Except as Unless otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless PFPC Trust shall act only upon Oral Instructions and until it receives Instructions issued in accordance with this AgreementWritten Instructions.
(b) Customer will PFPC Trust shall be responsible for ensuring entitled to rely upon any Oral Instructions and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PFPC Trust to be an Authorized Person) pursuant to this Agreement. PFPC Trust may assume that (i) only Authorized Persons issue any Oral Instructions or Written Instructions received hereunder are not in any way inconsistent with the provisions of organizational documents of the Fund or of any vote, resolution or proceeding of the Board, or the Members unless and until PFPC Trust receives Written Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructionscontrary.
(c) The Fund agrees to forward to PFPC Trust Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PFPC Trust or its affiliates) so that PFPC Trust receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC Trust in no way shall invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. Where Customer may Oral Instructions or is required Written Instructions reasonably appear to issue Instructions, such Instructions will be issued by have been received from an Authorized Person.
(d) BNY Mellon will be entitled , PFPC Trust shall incur no liability to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely the Fund in acting upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be or Written Instructions for purposes provided that PFPC Trust's actions comply with the other provisions of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 11 contracts
Sources: Custodian Services Agreement (Ubs Pw Equity Opportunity Fund Ii LLC), Custodian Services Agreement (Pw Equity Opportunity Fund LLC), Custodian Services Agreement (Ubs M3 Fund LLC)
Instructions. (aA) Except as otherwise expressly provided The Custodian may, in its reasonable discretion and without liability on its part, rely and act upon (and the Client shall be bound by) any Instructions received by the Custodian which conform to the security standards and the requirements of this Agreement, BNY Mellon will have no obligation Section 5. Instructions shall continue in full force and effect until canceled or superseded; PROVIDED THAT any Instruction canceling or superseding a prior Instruction must be received by the Custodian at a time and in a manner that accords the Custodian a reasonable opportunity to take act upon such Instruction. The Custodian shall be entitled to rely upon the continued authority of any action hereunder unless and Authorized Person to give Instructions until it the Custodian receives Instructions issued in accordance with this Agreementnotice from the Client to the contrary.
(bB) Customer will Instructions shall be responsible governed by and carried out subject to the prevailing laws, rules, operating procedures and market practice of any relevant stock exchange, Clearance System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours (including applicable cut-off times) and on banking days when the applicable financial markets are open for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructionsbusiness.
(cC) Where Customer may Instructions delivered to the Custodian by telephone or is required to issue Instructionsfacsimile shall be promptly confirmed in writing, by tested telex, SWIFT, letter, the Custodian's proprietary electronic banking system or as provided in the Service Standards, such Instructions will confirmation shall, where relevant, be issued made by an Authorized Person. However, the Custodian may, in its absolute discretion, rely and act upon telephone or facsimile Instructions before the written confirmation is received.
(dD) BNY Mellon will be entitled The Custodian has offered the Client security procedures for the transmission of Instructions to deal the Custodian (and the Client acknowledges that it has received the same and agrees that the security procedures mutually agreed to by the Client and the Custodian are commercially reasonable). As long as the Custodian acts in compliance with such security procedures and this Section 5, it shall have no further duty to verify the identity or authority of the person giving or confirming, or the genuineness or contents of, any Authorized Person until notified otherwise pursuant Instruction.
(E) The Custodian is authorized to Instructions, and will be entitled to act and rely upon any Instruction Instructions received by BNY Mellon.
(e) All Instructions must include all information necessaryany means, provided that the Custodian and must be delivered using such methods the Client have agreed upon the means of transmission and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon the method of identification for such Instructions.
(fF) BNY Mellon Instructions are to be given in the English language. If the Custodian reasonably determines that an Instruction is either unclear or materially incomplete, the Custodian shall give prompt notice of such determination to the Client, and the Client shall amend or otherwise reform such Instruction. The Custodian may in its sole reasonable discretion decline to and without any liability on its part, act upon what it reasonably believes in good faith such Instructions to be; notwithstanding any Instructions that do not comply with requirements set forth other provision hereof, the Custodian shall have the right, in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practicesits reasonable discretion to refuse to execute any such Instruction, in which event BNY Mellon will promptly the Custodian shall notify Customerthe Client of such refusal without undue delay.
(gG) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures The Client agrees to accept Oral be bound by any Instructions, BNY Mellon may whether or not authorized, given to the Custodian in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon the Client's name and accepted by the Custodian in writing. Notwithstanding accordance with the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed provisions of the protections security procedures and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.this
Appears in 10 contracts
Sources: Global Custodial Services Agreement (Vanguard Institutional Index Fund), Global Custodial Services Agreement (Vanguard Morgan Growth Fund), Global Custodial Services Agreement (Vanguard World Funds)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 9 contracts
Sources: Custody Agreement (Virtus ETF Trust II), Custody Agreement (Crescent Private Credit Income Corp), Custody Agreement (Stepstone Private Credit Fund LLC)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 8 contracts
Sources: Custody Agreement (Global X Venture Fund), Custody Agreement (Alger Portfolios), Custody Agreement (Alger ETF Trust)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY MellonBNY.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY MellonBNY’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY MellonBNY’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY MellonBNY’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonBNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY MellonBNY’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonBNY.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 7 contracts
Sources: Custody Agreement (Bitwise Hyperliquid ETF), Custody Agreement (Bitwise Avalanche ETF), Custody Agreement (Bitwise Chainlink ETF)
Instructions. (a) Except as Unless otherwise expressly provided in this AgreementAppendix, BNY Mellon will have no obligation ICCC shall act only upon Oral and Written Instructions. ICCC shall be entitled to take rely upon any action hereunder unless Oral and until Written Instruction it receives Instructions issued in accordance with this Agreement.
from an Authorized Person (b) Customer will or from a person reasonably believed by ICCC to be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon this Agreement. ICCC may assume that any Oral or Written Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it hereunder is not part in any way inconsistent with the provisions of BNY Mellon’s normal practices each Fund's Articles of Incorporation, each Trust's Declaration of Trust, the Master Services Agreement, or any Appendix attached thereto, or of any vote, resolution or proceeding of each Fund's Board of Directors, each Trust's Board of Trustees or shareholders. Each Fund and procedures each Trust agree to accept forward to ICCC Written Instructions confirming Oral Instructions, BNY Mellon may Instructions so that ICCC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by ICCC shall in certain limited circumstances accept no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. In Each Fund and each Trust further agree that ICCC shall incur no liability to each Fund or each Trust in acting upon Oral or Written Instructions provided such eventinstructions reasonably appear to have been received from an Authorized Person. If ICCC is in doubt as to any action it should or should not take, such ICCC may request directions or advice, including Oral or Written Instructions, from each Fund or each Trust. ICCC shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral or Written Instructions will be deemed it receives from each Fund, each Trust or from counsel and which ICCC believes, in good faith, to be Instructions for purposes consistent with those directions, advice or Oral of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writingWritten Instructions. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in ICCC shall have no way affect obligation (i) BNY Mellon’s reliance on to seek such directions, advice or Oral Instruction or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the validity terms of other provisions of this Appendix, the same is a condition of ICCC's properly taking or enforceability of transactions authorized by not taking such Oral Instruction and effected by BNY Mellonaction.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 5 contracts
Sources: Master Services Agreement (Flag Investors Equity Partners Fund Inc), Master Services Agreement (Scudder Rreef Securities Trust), Master Services Agreement (Flag Investors Communications Fund Inc)
Instructions. (a) Except as A. Unless otherwise expressly provided in this Agreement, BNY Mellon will have no obligation the Sub-Distributor shall act only upon Oral Instructions or Written Instructions.
B. The Sub-Distributor shall be entitled to take rely upon any action Oral Instruction or Written Instruction it receives from an Authorized Person (or from a person reasonably believed by the Sub-Distributor to be an Authorized Person) pursuant to this Agreement. The Sub-Distributor may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of the Fund’s organizational documents or this Agreement or with any vote, resolution or proceeding of the Fund’s Board of Directors or the Fund’s shareholders, unless and until it the Sub-Distributor receives Written Instructions issued to the contrary.
C. The Fund, the Adviser and the Distributor, as applicable, agree to forward to the Sub-Distributor Written Instructions confirming Oral Instructions so that the Sub-Distributor receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by the Sub-Distributor or differ from the Oral Instructions shall in accordance no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or the Sub-Distributor’s ability to rely upon such Oral Instructions. Where Oral Instructions or Written Instructions reasonably appear to have been received from an Authorized Person, the Sub-Distributor shall incur no liability to the Fund, the Adviser and the Distributor in acting upon such Oral Instructions or Written Instructions provided that the Sub-Distributor’s actions comply with the other provisions of this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue D. Where Oral Instructions or Written Instructions reasonably appear to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by have been received from an Authorized Person.
(d) BNY Mellon will be entitled , the Sub-Distributor shall incur no liability to deal with any Authorized Person until notified otherwise pursuant to Instructionsthe Fund, the Adviser and will be entitled to act and rely the Distributor in acting upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be or Written Instructions for purposes provided that the Sub-Distributor’s actions comply with the other provisions of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 5 contracts
Sources: Distribution Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC), Underwriting Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC), Underwriting Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC)
Instructions. (a) Except as otherwise expressly The Custodian, subject to the standard of care provided in Section 9 of this Agreement, BNY Mellon will is entitled to rely and act upon Instructions of any Authorized Person until the Custodian has received notice of any change from the Client and has had a reasonable time to note and implement such change. The Custodian is authorized to rely upon any Instructions received by any means, provided that the Custodian and the Client have no obligation to take any action hereunder unless agreed upon the means of transmission and until it receives Instructions issued in accordance with this Agreement.the method of identification for the Instructions. In particular:
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions The Client, on behalf of a Portfolio, and the Custodian will comply with security procedures designed to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with verify the issuance origination of Instructions.
(cii) Where Customer Subject to the standard of care set forth in Section 9, the Custodian is not responsible for errors or omissions made by the Client or resulting from fraud or the duplication of any Instruction by the Client. The Custodian, following the verification of the origination of an Instruction, may or act on any Instruction by reference to an account number only, even if any account name is required to issue Instructions, such Instructions will be issued by an Authorized Personprovided.
(diii) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to InstructionsThe Custodian, and will be entitled to following verification of the origination of an Instruction, may act and rely upon any on an Instruction received by BNY Mellonif it reasonably believes it contains sufficient information.
(eiv) All The Custodian may decide not to act on an Instruction where it reasonably doubts its contents, authorization, origination or compliance with any security procedures and will promptly notify the Client of its decision.
(v) If the Custodian acts on any Instruction sent manually (including facsimile or telephone), then, if the Custodian complies with the security procedures, the Client, on behalf of a Portfolio, will be responsible for any direct loss the Custodian may incur in connection with that Instruction; provided that the Custodian has satisfied the standard of care provided in Section 9 of this Agreement. The Client, on behalf of a Portfolio, expressly acknowledges that the Client is aware that the use of manual forms of communication to convey Instructions must include all information necessaryincreases the risk of error, security and must privacy issues and fraudulent activities.
(vi) Instructions are to be delivered using such methods and given in such format as BNY Mellon may require and be received the English language.
(vii) The Custodian is obligated to act on Instructions only within BNY Mellon’s established applicable cut-off times on banking days when the Custodian and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructionsthe applicable financial markets are open for business.
(fviii) BNY Mellon In some Securities markets, Securities deliveries and payments therefore may not be or are not customarily made simultaneously. Accordingly, notwithstanding the Client’s Instruction to deliver Securities against payment or to pay for Securities against delivery, the Custodian may make or accept payment for or delivery of Securities at such time and in its sole discretion decline such form and manner as is in accordance with relevant local law and standard industry custom and practice (1) that the Custodian follows for other U.S. mutual fund clients in the relevant market, or (2) that the Custodian follows for financial institution customers generally in the event that the Custodian has no other U.S. mutual fund clients in the relevant market, but in all events subject to act upon any Instructions that do not comply with requirements the standard of care set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions9. In such eventaddition, such Oral Instructions Custodian will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated consult with the various methods of transmitting Instructions Client at Client’s request (whether before and/or subsequent to BNY Mellon and Client’s entry into a new market) to describe the practices followed by U.S. mutual fund clients in that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if anymarket, to be followed by Customer and BNY Mellon with respect the extent known to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesCustodian.
Appears in 4 contracts
Sources: Global Custodial Services Agreement (Dfa Investment Trust Co), Global Custodial Services Agreement (Dimensional Emerging Markets Value Fund), Custodial Services Agreement (Dfa Investment Dimensions Group Inc)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY MellonBNY.
(e) All Instructions must include all information necessary, necessary and must be delivered using such methods as are described or otherwise contemplated in the definition of “Instructions” and in such format as BNY Mellon may reasonably require and be received within BNY MellonBNY’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its reasonable sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY MellonBNY’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY MellonBNY’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonBNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY MellonBNY’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonBNY.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 4 contracts
Sources: Custody Agreement (Putnam ETF Trust), Custody Agreement (Legg Mason ETF Investment Trust), Custody Agreement (Franklin Templeton ETF Trust)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take, and shall not take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY MellonMellon from an Authorized Person.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, time to enable BNY Mellon to act upon such Instructions. BNY Mellon will make available the required format(s) of Instructions and cut-off times to Customer on or before the Effective Date and will make available notice of any changes thereto prior to the effective date of any such changes .
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, practices in which event BNY Mellon will promptly notify CustomerCustomer and will include the reason for BNY Mellon’s decision for declining to act. BNY Mellon will make available to Customer at all times BNY Mellon’s then-current and relevant operating policies and practices.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 4 contracts
Sources: Custody Agreement, Custody Agreement, Custody Agreement
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY MellonBNY.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY MellonBNY’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY MellonBNY’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY MellonBNY’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonBNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY MellonBNY’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonBNY.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 4 contracts
Sources: Custody Agreement (Fundrise Growth Tech Fund, LLC), Custody Agreement (Wedbush Series Trust), Custody Agreement (Total Fund Solution)
Instructions. (a) Except as Unless otherwise expressly provided in this Agreement, BNY Mellon will have no obligation Distributor shall act only upon Oral Instructions or Written Instructions.
(b) Distributor shall be entitled to take rely upon any action Oral Instruction or Written Instruction it receives from an Authorized Person (or from a person reasonably believed by Distributor to be an Authorized Person) pursuant to this Agreement. Distributor may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents of Advisor or with any vote, resolution or proceeding of Advisor’s Board of Directors, unless and until it Distributor receives Written Instructions issued to the contrary.
(c) Advisor agrees to forward to Distributor Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by Distributor or its Affiliates) so that Distributor receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by Distributor or differ from the Oral Instructions shall in accordance no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or Distributor’s ability to rely upon such Oral Instructions. Where Oral Instructions or Written Instructions reasonably appear to have been received from an Authorized Person, Distributor shall incur no liability to the Advisor, the Trust or any Fund in acting upon such Oral Instructions or Written Instructions, provided that Distributor’s actions comply with the other provisions of this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(cd) Where Customer may Oral Instructions or is required Written Instructions reasonably appear to issue Instructions, such Instructions will be issued by have been received from an Authorized Person.
(d) BNY Mellon will be entitled , Advisor shall incur no liability to deal with the Trust or any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely Fund in acting upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be or Written Instructions for purposes provided that Advisor’s actions comply with the other provisions of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 3 contracts
Sources: Distribution Services Agreement (Bennett Global Funds), Distribution Services Agreement (Motley Fool Funds Trust), Distribution Services Agreement (Motley Fool Funds Trust)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may may, in its sole discretion and reasonable discretion, decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 3 contracts
Sources: Custody Agreement (2023 ETF Series Trust), Custody Agreement (2023 ETF Series Trust), Custody Agreement (BNY Mellon ETF Trust II)
Instructions. 4.1 Each UOB Group Bank shall only accept an Instruction if it has been effected through Business Internet Banking using the appropriate User ID(s) and Password(s) in accordance with the terms of this Agreement.
4.2 Each UOB Group Bank may (but shall not be obliged to) rely and act upon or carry out any Instruction, and to the extent that any such Instruction is relied, acted upon or carried out by any UOB Group Bank, then such Instruction shall be deemed to have been given by the Customer to that UOB Group Bank, notwithstanding anything to the contrary.
4.3 Subject to each UOB Group Bank’s obligation under Clause 4.1 above, any UOB Group Bank shall be under no obligation to check the authenticity of any Instruction or the authority of the person or persons giving such Instruction. Each UOB Group Bank shall otherwise be entitled (but not obliged) to verify and be satisfied with respect to:
(a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation the identity of the person purporting to take give any action hereunder Instruction or the source and origin of any Instruction; and/or
(b) the representation of authority of any Customer User to act for the Customer. and any UOB Group Bank may defer relying or acting upon or carrying out any Instruction unless and until it is satisfied as to the matters on which it had sought verification regardless of whether it is under any obligation to the Customer to act upon or carry out that Instruction.
4.4 In the event that any UOB Group Bank decides to rely, act on or carry out any Instruction or is otherwise under an obligation to do so in relation to any Instruction, that UOB Group Bank shall be allowed such amount of time to act on or carry out any Instruction as may be reasonable having regard to the systems and operations of that UOB Group Bank and the other circumstances then prevailing and shall not be liable for any Loss arising from any delay on its part in acting on or carrying out any such Instruction.
4.5 In the event that the Customer makes a request to any UOB Group Bank to modify or cancel any Instruction, that UOB Group Bank will take reasonable endeavours to comply with such a request but shall not be liable for any failure to modify or cancel that Instruction if that UOB Group Bank receives that request at a time or under circumstances that render it impossible to comply with that request.
4.6 The UOB Group Bank shall not be taken to have received or have notice of any countermand of Instructions issued until the time that UOB Group Bank informs the Customer in writing that such countermand has been received or that UOB Group Bank has taken action in respect of such countermand, whichever is earlier.
4.7 Where any Instruction to any UOB Group Bank is ambiguous or inconsistent with any other Instruction to the same UOB Group Bank, that UOB Group Bank shall be entitled to rely, act on or carry out any Instruction in accordance with this Agreementany reasonable interpretation thereof which that UOB Group Bank or any Officer believes in good faith to be the correct interpretation or refuse to act on or carry out the Instruction until it receives a fresh Instruction in such form and manner required by or acceptable to it.
(b) 4.8 Where any Instruction to any UOB Group Bank is inaccurate or incomplete, that UOB Group Bank shall not be liable for any Loss or delay arising from the inaccuracy or incompleteness of such Instruction. The Customer will shall be solely responsible for ensuring the accuracy and completeness of its Instruction and that (i) only Authorized Persons issue Instructions that Instruction reflects the Customer’s intent and achieves the Customer’s intended purpose.
4.9 Each UOB Group Bank may, in its absolute discretion and without liability, refuse to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care act on or delay acting on any user and authorization codes, passwords and authentication keys used Instruction if it knows of or suspects a breach of security in respect of or in connection with the issuance operation of Instructions.
(c) Where Customer may one or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise more of the Accounts or the Services generally or if it has terminated this Agreement pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral InstructionsClause 12 hereof. In such event, such Oral Instructions will be deemed the event that UOB Group Bank does not act on or delay acting on an Instruction pursuant to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, the Customer agrees shall be informed of this as soon as is reasonably possible.
4.10 All Instructions given to any UOB Group Bank and transactions effected or made by the Customer on any day after the time stipulated by that UOB Group Bank as the latest time by which Instructions or transactions of the same nature on that day should be effected or made may at the election of that UOB Group Bank be treated as Instructions or transactions given or transactions effected or made on the next Banking Day immediately following that day.
4.11 The Customer, in opting for the Bulk Services hashing function to hash its data contained in any group of Bulk Services Instructions that are created online in BIB or created in a softcopy file which can be uploaded to BIB before sending such data to the UOB Group Bank through BIB, fully understands that the fact hashing function is provided as an added safety option to help ensure that such written confirmation is the Instructions have not received by BNY Mellon, been tampered with during transmission. The UOB Group Bank shall not be held responsible for any consequences or that such written confirmation contradicts Losses arising from the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed use of the protections hashing function. The Customer undertakes to keep confidential and risks associated with use best endeavours to safeguard the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected hashing algorithm issued by the sender. Customer agrees that the security procedures, if any, UOB Group Bank or as amended from time to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancestime.
Appears in 3 contracts
Sources: Business Internet Banking Service Agreement, Business Internet Banking Service Agreement, Business Internet Banking Service Agreement
Instructions. (a) Except as otherwise expressly provided IMSC will be protected in this Agreementacting upon Written Instructions or Oral Instructions reasonably believed to have been executed or orally communicated by an Authorized Person and will not be held to have any notice of any change of authority of any person until receipt of a Written Instruction thereof from the Fund. IMSC may assume that any Written Instructions or Oral Instructions received hereunder are not in any way inconsistent with the provisions of the organizational documents of the Fund, BNY Mellon will have no obligation to take or of any action hereunder vote, resolution or proceeding of the Fund's Board of Directors or of the Fund's Shareholders, unless and until IMSC receives Written Instructions to the contrary. IMSC will also be protected in processing Share Certificates that it receives Instructions issued in accordance with this Agreementreasonably believes to bear the proper manual or facsimile signatures of a duly authorized officer of the Fund and that bear the proper countersignatures of IMSC.
(b) Customer IMSC may at any time apply to any Authorized Person of the Fund for Oral or Written Instructions and may, at the Fund's expense, consult legal counsel for the Fund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund. Written Instructions requested by IMSC will be provided by the Fund within a reasonable period of time. In addition, IMSC and its officers, agents or employees, shall accept Oral Instructions or Written Instructions given to them by any person representing or acting on behalf of the Fund, its officers, agents or employees, as an Authorized Person. IMSC shall have no duty or obligation to inquire into, nor shall IMSC be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care the legality of any user and authorization codes, passwords and authentication keys used act done by it in connection with reasonable reliance upon the issuance request or direction of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(dc) BNY Mellon will be entitled to deal with Notwithstanding any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes the foregoing provisions of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction , IMSC shall be under no duty or obligation to BNY Mellon in writing. Notwithstanding the foregoinginquire into, Customer agrees that the fact that such written confirmation is and shall not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect be liable for:
(i) BNY Mellon’s reliance on such Oral Instruction the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed legality of the protections and risks associated with redemption of any Shares, or the various methods propriety of transmitting Instructions the amount to BNY Mellon and that there may be more secure methods paid therefor; (iii) the legality of transmitting Instructions than the method selected declaration of any dividend by the sender. Customer agrees that Fund's Board of Directors, or the security procedures, if any, to be followed by Customer and BNY Mellon with respect to legality of the transmission and authentication issuance of Instructions provide to Customer a commercially reasonable degree any Shares in payment of protection in light any dividend; or (iv) the legality of its particular needs and circumstancesany recapitalization or readjustment of the Shares.
Appears in 3 contracts
Sources: Transfer Agency and Shareholder Services Agreement (Lifetime Achievement Fund Inc), Transfer Agency and Shareholder Services Agreement (Lifetime Achievement Fund Inc), Transfer Agency and Shareholder Services Agreement (Lifetime Achievement Fund Inc)
Instructions. (a) Except You authorize the Bank to accept, and you will be solely responsible for, all Instructions sent to the Bank through the Service. The Bank may rely on such Instructions as otherwise expressly if you had given such Instructions in a signed and written document, whether such Instructions are made by you, or any other person acting with or without your knowledge or consent and whether made by any means of communication. You are responsible for any incorrect account information or institutional identifying number provided by you or errors that may have been made in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreementsetting up payments or payee information.
(b) Customer You agree that, aside from any mandatory obligations imposed on the Bank by existing law, the Bank is not under any obligation or duty to verify the identity or authority of the person giving any Instructions or the authenticity of any such Instructions. With regard to Business Accounts, the Bank is not responsible for any loss you suffer as a result of the Instructions given by unauthorized persons.
c) In its sole discretion, for any reason, the Bank may decline to act, or delay acting upon, any Instructions provided through the Service. The Bank will not incur any liability by reason of acting or failing to act in respect of an Instruction provided through the Service, whether or not the bank delayed in acting or failed to act for any legitimate business reason, or as a result of technical or logistical issues associated with the Service.
d) FOR ANY INSTRUCTIONS INVOLVING A CURRENCY OTHER THAN UNITED STATES DOLLARS, THE BANK MAY, AT ITS SOLE DISCRETION, CONVERT SUCH FOREIGN CURRENCY AT THE BANK’S CURRENT RATE OF EXCHANGE AT THE TIME THE INSTRUCTION IS PROCESSED, AS WELL AS APPLYING ANY TRANSACTION FEES ASSOCIATED WITH THE CURRENCY CONVERSION. THE BANK SHALL NOT BE REQUIRED TO COMMUNICATE WITH YOU OR OBTAIN YOUR CONSENT TO DO THIS PRIOR TO PROCESSING THE INSTRUCTION. BEFORE ENTERING INTO ANY TRANSACTION INVOLVING A FOREIGN CURRENCY, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR CHECKING THE BANK’S CURRENT RATE OF EXCHANGE, AND ENSURING THAT YOU AGREE TO SUCH RATE OF EXCHANGE, AND ANY TRANSACTION FEES ASSOCIATED WITH THE CURRENCY CONVERSION.
e) Consistent with the Bank’s Privacy Policy and existing law, the Bank maintains a database containing a record of Instructions involving your account, and such records will be responsible for ensuring conclusive and binding on you, with respect to any dispute, including any legal proceeding, as conclusive evidence of the Instructions, in the absence of clear and convincing evidence that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used the Bank’s records are inaccurate. You agree that computer generated or electronic records received or created by the Bank in connection with your use of the issuance Service shall be admissible in a court of Instructionslaw as the Bank’s business records and automatically generated records of a computerized database, and you waive any argument or defense that you may otherwise have as to the admissibility of such records.
(cf) Where Customer may or is required to issue Instructions, such Instructions will involving your account, are not to be issued considered as having been received and executed by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person the Bank until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon the Bank has actually processed such Instructions.
g) The Bank may require and take up to five (f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e5) or that conflict with applicable law more business days to process a bill payment Instruction. The processing of bill payment Instructions made after 3:00 p.m., United States Eastern Standard Time, on a weekend or regulations holiday, will normally begin or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customeroccur the next banking day subsequent to the weekend or holiday.
(gh) Customer acknowledges that while it You can cancel or stop a single bill payment any time before the payment made on any business day prior to the cut-off time to cancel or stop payment, which is not part 3:00 p.m., United States Eastern Standard Time, for the payment made the same business day through the use of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral InstructionsServices. In such event, such Oral Instructions will be deemed order to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding cancel a recurring bill payment you must cancel the foregoing, Customer agrees that recurring series before the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect next scheduled Payment date prior to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.cut-off time, which is 3:00 p.m.,
Appears in 3 contracts
Sources: Internet Banking and Funds Transfer and Billpay Service Agreement, Internet Banking and Funds Transfer and Billpay Service Agreement, Internet Banking and Funds Transfer and Billpay Service Agreement
Instructions. (a) Except as otherwise expressly provided in this AgreementSubject to the terms below, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will Bank shall be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction Written or Oral Instructions actually received by BNY Mellon.
(e) All Bank and reasonably believed by Bank to be duly authorized and delivered. Client agrees that an Authorized Person shall forward to Bank Written Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any confirming Oral Instructions by the close of business of the same day that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed are given to be Instructions for purposes of this AgreementBank. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer Client agrees that the fact that such written confirmation is confirming Written Instructions are not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will contrary Written Instructions are received by Bank shall in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction Instructions and effected by BNY MellonBank.
(hb) Customer If Bank receives Written Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, Client understands and agrees that Bank cannot determine the identity of the actual sender of such Written Instructions and that Bank shall conclusively presume that such Written Instructions have been sent by an Authorized Person. Lender shall be responsible for ensuring that only Authorized Persons transmit such Written Instructions to Bank and that all Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care.
(c) Client and each Lender acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to BNY Mellon Bank and that there may be more secure methods of transmitting Written Instructions than the method method(s) selected by the senderClient. Customer Client agrees that the security procedures, procedures (if any, ) to be followed by Customer and BNY Mellon in connection with respect to the its transmission and authentication of Written Instructions provide to Customer it a commercially reasonable degree of protection in light of its particular needs and circumstances.
(d) If Client elects to transmit Written Instructions through an on-line communication system offered by Bank, Client’s use thereof shall be subject to the Terms and Conditions which are contained in the agreement for custodial services between Lender and Bank pursuant to which the Account is established hereunder, or in the absence thereof, Bank’s standard Terms and Conditions for use of such system. If Client elects (with Bank’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, Lender agrees that Bank shall not be responsible or liable for the reliability or availability of any such service.
Appears in 3 contracts
Sources: Securities Lending Authorization Agreement (IndexIQ Active ETF Trust), Securities Lending Authorization Agreement (Highland Funds I), Securities Lending Authorization Agreement (Highland Funds Ii)
Instructions. (a) Except You authorize the Bank to accept, and you will be solely responsible for, all Instructions sent to the Bank through the Service. The Bank may rely on such Instructions as otherwise expressly if you had given such Instructions in a signed and written document, whether such Instructions are made by you, or any other person acting with or without your knowledge or consent and whether made by any means of communication. You are responsible for any incorrect account information or institutional identifying number provided by you or errors that may have been made in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreementsetting up payments or payee information.
(b) Customer You agree that, aside from any mandatory obligations imposed on the Bank by existing law, the Bank is not under any obligation or duty to verify the identity or authority of the person giving any Instructions or the authenticity of any such Instructions. With regard to Business Accounts, the Bank is not responsible for any loss you suffer as a result of the Instructions given by unauthorized persons.
c) In its sole discretion, for any reason, the Bank may decline to act, or delay acting upon, any Instructions provided through the Service. The Bank will not incur any liability by reason of acting or failing to act in respect of an Instruction provided through the Service, whether or not the bank delayed in acting or failed to act for any legitimate business reason, or as a result of technical or logistical issues associated with the Service.
d) FOR ANY INSTRUCTIONS INVOLVING A CURRENCY OTHER THAN UNITED STATES DOLLARS, THE BANK MAY, AT ITS SOLE DISCRETION, CONVERT SUCH FOREIGN CURRENCY AT THE BANK’S CURRENT RATE OF EXCHANGE AT THE TIME THE INSTRUCTION IS PROCESSED, AS WELL AS APPLYING ANY TRANSACTION FEES ASSOCIATED WITH THE CURRENCY CONVERSION. THE BANK SHALL NOT BE REQUIRED TO COMMUNICATE WITH YOU OR OBTAIN YOUR CONSENT TO DO THIS PRIOR TO PROCESSING THE INSTRUCTION. BEFORE ENTERING INTO ANY TRANSACTION INVOLVING A FOREIGN CURRENCY, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR CHECKING THE BANK’S CURRENT RATE OF EXCHANGE, AND ENSURING THAT YOU AGREE TO SUCH RATE OF EXCHANGE, AND ANY TRANSACTION FEES ASSOCIATED WITH THE CURRENCY CONVERSION.
e) Consistent with the Bank’s Privacy Policy and existing law, the Bank maintains a database containing a record of Instructions involving your account, and such records will be responsible for ensuring conclusive and binding on you, with respect to any dispute, including any legal proceeding, as conclusive evidence of the Instructions, in the absence of clear and convincing evidence that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used the Bank’s records are inaccurate. You agree that computer generated or electronic records received or created by the Bank in connection with your use of the issuance Service shall be admissible in a court of Instructionslaw as the Bank’s business records and automatically generated records of a computerized database, and you waive any argument or defense that you may otherwise have as to the admissibility of such records.
(cf) Where Customer may or is required to issue Instructions, such Instructions will involving your account, are not to be issued considered as having been received and executed by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person the Bank until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon the Bank has actually processed such Instructions.
g) The Bank may require and take up to five (f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e5) or that conflict with applicable law more business days to process a ▇▇▇▇ payment Instruction. The processing of ▇▇▇▇ payment Instructions made after 3:00 p.m., United States Eastern Standard Time, on a weekend or regulations holiday, will normally begin or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customeroccur the next banking day subsequent to the weekend or holiday.
(gh) Customer acknowledges that while it You can cancel or stop a single ▇▇▇▇ payment any time before the payment made on any business day prior to the cut-off time to cancel or stop payment, which is not part 3:00 p.m., United States Eastern Standard Time, for the payment made the same business day through the use of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral InstructionsServices. In such eventorder to cancel a recurring ▇▇▇▇ payment, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding you must cancel the foregoing, Customer agrees that recurring series before the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect next scheduled Payment date prior to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.cut-off time, which is 3:00 p.m.,
Appears in 3 contracts
Sources: Internet Banking and Funds Transfer and Billpay Service Agreement, Internet Banking and Funds Transfer and Billpay Service Agreement, Internet Banking and Funds Transfer and Billpay Service Agreement
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY MellonBNY.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may reasonably require and be received within BNY MellonBNY’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY MellonBNY’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY MellonBNY’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonBNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY MellonBNY’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonBNY.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 3 contracts
Sources: Custody Agreement (Fundrise Real Estate Interval Fund II, LLC), Custody Agreement (Fundrise Income Real Estate Fund, LLC), Custody Agreement (Fundrise Real Estate Interval Fund, LLC)
Instructions. 1. This form is authorized for use when a bid guaranty is required. Any deviation from this form will require the written approval of the Administrator of General Services.
2. Insert the full legal name and business address of the Principal in the space designated "Principal" on the face of the form. An authorized person shall sign the bond. Any person signing in a representative capacity (e.g., an attorney-in-fact) must furnish evidence of authority if that representative is not a member of the firm, partnership, or joint venture, or an officer of the corporation involved.
3. The bond may express penal sum as a percentage of the bid price. In these cases, the bond may state a maximum dollar limitation (e.g., 20% of the bid price but the amount not to exceed dollars).
(a) Except Corporations executing the bond as otherwise expressly provided in this Agreementsureties must appear on the Department of the Treasury's list of approved sureties and must act within the limitations listed therein. The value put into the LIABILITY LIMIT block is the penal sum (i.e., BNY Mellon will have no obligation to take any action hereunder the face value) of the bond, unless and until it receives Instructions issued in accordance with this Agreementa co-surety arrangement is proposed.
(b) Customer will be responsible for ensuring When multiple corporate sureties are involved, their names and addresses shall appear in the spaces (Surety A, Surety B, etc.) headed "CORPORATE SURETY(IES)." In the space designated "SURETY(IES)" on the face of the form, insert only the letter identifier corresponding to each of the sureties. Moreover, when co-surety arrangements exist, the parties may allocate their respective limitations of liability under the bond, provided that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance sum total of Instructionstheir liability equals 100% of the bond penal sum.
(c) Where Customer When individual sureties are involved, a completed Affidavit of Individual Surety (Standard Form 28) for each individual surety, shall accompany the bond. The Government may or is required require the surety to issue Instructions, such Instructions will be issued by an Authorized Personfurnish additional substantiating information concerning its financial capability.
(d) BNY Mellon will be entitled to deal with 5. Corporations executing the bond shall affix their corporate seals. Individuals shall execute the bond opposite the word "Corporate Seal"; and shall affix an adhesive seal if executed in Maine, New Hampshire, or any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellonother jurisdiction requiring adhesive seals.
(e) All Instructions must include all information necessary, 6. Type the name and must be delivered using such methods and title of each person signing this bond in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructionsthe space provided.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions7. In such eventits application to negotiated contracts, such Oral Instructions will be deemed to be Instructions for purposes of this Agreementthe terms "bid" and "bidder" shall include "proposal" and "offeror." STANDARD FORM 24 (REV. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i8/2016) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.BACK
Appears in 3 contracts
Sources: Construction Contract, Contract, Construction Contract
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon Written Instructions will have no obligation to take be required for any action hereunder unless requested of the Custodian, including without limitation those transactions described in Section 4 of Schedule A hereto, and except for those transactions described in Section 6 of Schedule A hereto.
(b) Written Instructions shall not be deemed received by the Custodian until the Customer has received via facsimile or email a signed (or in the case of email, unsigned) acknowledgement of receipt from the Custodian.
(c) The Custodian shall be entitled to rely upon any Written Instructions it receives Instructions issued in accordance with from an Authorized Person (or from a person reasonably believed by the Custodian to be an Authorized Person) pursuant to this Agreement.
(bd) The Custodian may assume that any Written Instructions received hereunder are not in any way inconsistent with the provisions of organizational documents of the Customer will be responsible for ensuring or of any vote, resolution, or proceeding of the Board and that (i) only Authorized Persons issue the Customer is authorized to take the actions specified in the Written Instructions, unless and until the Custodian receives Written Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Melloncontrary.
(e) All Instructions must include all information necessaryThe Custodian shall have no duty to inquire into or investigate the validity, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such accuracy or content of any Written Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions The Customer acknowledges that do the Custodian will verify all cash movement instructions via telephone with an Authorized Person other than the Authorized Signer transmitting the instructions, for all cash movement instructions not comply with requirements received via the electronic transaction reporting system set forth on Schedule C, which requires the use of a password or other authorized identifier in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customerorder to gain access.
(g) Unless otherwise agreed to in writing by the Custodian and the Customer, Written Instructions must be received by the Custodian at least three (3) business days prior to the business day on which the Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures wishes the Custodian to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral perform pursuant to the Written Instructions. In Written Instructions received after such eventdate shall be executed on a reasonable efforts basis by the Custodian, however, the Custodian shall have no liability whatsoever for failure to perform pursuant to such Oral Written Instructions will be deemed to be Instructions for purposes except in the case of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoingCustodian’s gross negligence, Customer agrees that the fact that such written confirmation is not received by BNY Mellonrecklessness, willful misfeasance or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellonbad faith.
(h) The Customer acknowledges that where Written Instructions require the Custodian to prepare and agrees that it is fully informed submit forms, letters or other writings to third parties on behalf of the protections Customer, including but not limited to subscription agreements, redemption requests, stock transfers and risks associated with exchanges of cash for Interests or Interests in one Underlying Fund for Interests in another Underlying Fund, (“Writings”) the various methods Custodian will prepare but will not submit such Writings unless and until the Writings have been approved by an Authorized Person whose name is set forth in Part II of transmitting Instructions to BNY Mellon and that there Schedule B, which approval may be more secure methods take the form of transmitting Instructions than the method selected by the sendera signed writing or e-mail from an Authorized Person. The Customer agrees to make available Authorized Persons during normal business hours to review and approve such Writings for the Custodian. The Customer acknowledges that the security procedures, if any, Custodian shall not be liable for failure to be followed by Customer and BNY Mellon perform its obligations with respect to Writings if such failure results from any delay, error, unavailability or non-approval by the transmission and authentication Customer or Authorized Person of Instructions the Customer. The Custodian shall exercise its reasonable efforts to provide Writings to the Customer a commercially reasonable degree for approval as soon as reasonably practicable following the Custodian’s receipt of protection in light of its particular needs and circumstancesWritten Instructions.
Appears in 3 contracts
Sources: Custodial Agreement, Custodial Agreement (Salient Absolute Return Master Fund), Custodial Agreement (Endowment Master Fund L P)
Instructions. (a) Except “Instructions,” as otherwise expressly provided in such term is used throughout this Agreement, BNY Mellon means a writing signed or initialed by one or more person or persons as the Borrower shall have from time to time authorized (it being understood that the Manager shall have the authority to provide such Instructions on behalf of the Borrower as of the date on which the parties hereto are entering this Agreement). Upon receipt by the Custodian of a Notice of Exclusive Control (as defined in the Control Agreement) pursuant to the Control Agreement, the Custodian acknowledges that the Secured Party under the Control Agreement shall have the authority to provide Instructions. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be considered Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved; the Borrower (or the Manager on behalf of the Borrower) shall cause all oral instructions to be confirmed in writing. Instructions may include communications effected directly between electro-mechanical or electronic devices; provided that the Borrower and the Custodian agree to security procedures including, but not limited to, the security procedures selected by the Borrower via the form of Funds Transfer Addendum attached hereto. For purposes of this Section, Instructions shall include instructions received by the Custodian pursuant to any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Instructions may be standing or continuing instructions. Any Instructions given to the Custodian pursuant to Section 2.8 shall specify the specific amounts of the allocations, payments, amounts, deposits, transfers or withdrawals addressed therein, and such other information as shall be sufficient to enable the Custodian to carry out such Instructions and take the related actions in accordance with the Section 2.8 of this Agreement. The Custodian shall be fully protected in relying exclusively on any of the information set forth in any Instruction delivered to it and shall have no independent obligation to take verify, calculate or recalculate any action hereunder unless and until it receives amount set forth in any such Instructions issued delivered in accordance with this Agreement.
(b) Customer will be responsible for ensuring that . Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, the Borrower shall deliver to the Custodian, duly certified by a Responsible Officer of the Managing Member and/or the Manager, a certificate setting forth: (i) only Authorized Persons issue the names, titles, signatures and scope of authority of all persons authorized to give Instructions to BNY Mellon or any other notice, request, direction, instruction, certificate or instrument on behalf of the Borrower (it being understood that the Custodian hereby acknowledges that any incumbency certificate delivered by each of the Managing Member and/or the Manager on the Closing Date constitutes a certificate meeting the aforementioned requirements). Such certificate may be accepted and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with relied upon by the issuance Custodian as conclusive evidence of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements the facts set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies therein and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will shall be deemed considered to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction full force and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected effect until receipt by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect Custodian of a similar certificate to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancescontrary.
Appears in 3 contracts
Sources: Administration Agreement, Administration Agreement, Administration Agreement
Instructions. 4.1 Each UOB Group Bank shall only accept an Instruction if it has been effected through Business Internet Banking using the appropriate User ID(s) and Password(s) in accordance with the terms of this Agreement.
4.2 Each UOB Group Bank may (but shall not be obliged to) rely and act upon or carry out any Instruction, and to the extent that any such Instruction is relied, acted upon or carried out by any UOB Group Bank, then such Instruction shall be deemed to have been given by the Customer to that UOB Group Bank, notwithstanding anything to the contrary.
4.3 Subject to each UOB Group Bank’s obligation under Clause 4.1 above, any UOB Group Bank shall be under no obligation to check the authenticity of any Instruction or the authority of the person or persons giving such Instruction. Each UOB Group Bank shall otherwise be entitled (but not obliged) to verify and be satisfied with respect to:
(a) Except as otherwise expressly provided in this Agreementthe identity of the person purporting to give any Instruction or the source and origin of any Instruction; and/or
(b) the representation of authority of any Customer User to act for the Customer, BNY Mellon will have no obligation to take and any action hereunder UOB Group Bank may defer relying or acting upon or carrying out any Instruction unless and until it is satisfied as to the matters on which it had sought verification regardless of whether it is under any obligation to the Customer to act upon or carry out that Instruction.
4.4 In the event that any UOB Group Bank decides to rely, act on or carry out any Instruction or is otherwise under an obligation to do so in relation to any Instruction, that UOB Group Bank shall be allowed such amount of time to act on or carry out any Instruction as may be reasonable having regard to the systems and operations of that UOB Group Bank and the other circumstances then prevailing and shall not be liable for any Loss arising from any delay on its part in acting on or carrying out any such Instruction.
4.5 In the event that the Customer makes a request to any UOB Group Bank to modify or cancel any Instruction, that UOB Group Bank will take reasonable endeavours to comply with such a request but shall not be liable for any failure to modify or cancel that Instruction if that UOB Group Bank receives that request at a time or under circumstances that render it impossible to comply with that request.
4.6 The UOB Group Bank shall not be taken to have received or have notice of any countermand of Instructions issued until the time that UOB Group Bank informs the Customer in writing that such countermand has been received or that UOB Group Bank has taken action in respect of such countermand, whichever is earlier.
4.7 Where any Instruction to any UOB Group Bank is ambiguous or inconsistent with any other Instruction to the same UOB Group Bank, that UOB Group Bank shall be entitled to rely, act on or carry out any Instruction in accordance with this Agreementany reasonable interpretation thereof which that UOB Group Bank or any Officer believes in good faith to be the correct interpretation or refuse to act on or carry out the Instruction until it receives a fresh Instruction in such form and manner required by or acceptable to it.
(b) 4.8 Where any Instruction to any UOB Group Bank is inaccurate or incomplete, that UOB Group Bank shall not be liable for any Loss or delay arising from the inaccuracy or incompleteness of such Instruction. The Customer will shall be solely responsible for ensuring the accuracy and completeness of its Instruction and that (i) only Authorized Persons issue Instructions that Instruction reflects the Customer’s intent and achieves the Customer’s intended purpose.
4.9 Each UOB Group Bank may, in its absolute discretion and without liability, refuse to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care act on or delay acting on any user and authorization codes, passwords and authentication keys used Instruction if it knows of or suspects a breach of security in respect of or in connection with the issuance operation of Instructions.
(c) Where Customer may one or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise more of the Accounts or the Services generally or if it has terminated this Agreement pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral InstructionsClause 12 hereof. In such event, such Oral Instructions will be deemed the event that UOB Group Bank does not act on or delay acting on an Instruction pursuant to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, the Customer agrees shall be informed of this as soon as is reasonably possible.
4.10 All Instructions given to any UOB Group Bank and transactions effected or made by the Customer on any day after the time stipulated by that UOB Group Bank as the latest time by which Instructions or transactions of the same nature on that day should be effected or made may, at the election of that UOB Group Bank, be treated as Instructions or transactions given or transactions effected or made on the next Banking Day immediately following that day.
4.11 The Customer, in opting for the Bulk Services hashing function to hash its data contained in any group of Bulk Services Instructions that are created online in BIB or created in a softcopy file which can be uploaded to BIB before sending such data to the UOB Group Bank through BIB, fully understands that the fact hashing function is provided as an added safety option to help ensure that such written confirmation is the Instructions have not received by BNY Mellon, been tampered with during transmission. The UOB Group Bank shall not be held responsible for any consequences or that such written confirmation contradicts Losses arising from the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed use of the protections hashing function. The Customer undertakes to keep confidential and risks associated with use best endeavours to safeguard the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected hashing algorithm issued by the sender. Customer agrees that the security procedures, if any, UOB Group Bank or as amended from time to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancestime.
Appears in 3 contracts
Sources: Business Internet Banking Service Agreement, Business Internet Banking Service Agreement, Business Internet Banking Service Agreement
Instructions. (a) Except The term “Instructions” means instructions from the Customer in respect of any of the Custodian’s duties hereunder which have been received by the Custodian at its address as otherwise expressly provided in this Agreement, BNY Mellon will shall have no obligation been furnished by the Custodian to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) the Customer will be responsible for ensuring that pursuant to the provisions hereof (i) only Authorized Persons issue in writing (including, without limitation, facsimile transmission and electronic mail) or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions to BNY Mellon in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) all Authorized Persons safeguard which have been transmitted electronically through an electronic or other similar communications system acceptable to the Custodian, (iii) a telephonic or oral communication (promptly confirmed by facsimile or in writing) by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection whose name has been filed with the issuance Custodian or (iv) upon receipt of Instructions.
(c) Where such other form of instructions as the Customer may or is required from time to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled time authorize in writing and which the Custodian has agreed in writing to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writingaccept. Notwithstanding the foregoing, no Instructions may be furnished through an electronic or other similar communication system unless expressly agreed to by the Customer agrees that and the fact that Custodian. Such use authorization may be subject to such written security procedures as the Custodian may reasonably require. Instructions in the form of oral communications shall be confirmed by the Customer as soon as possible by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation is not received by BNY Mellon, or that any conflict between such written confirmation contradicts and the Oral Instruction, will relevant oral Instruction shall in no way affect (i) BNY Mellonany action taken by the Custodian in reliance upon such oral Instructions prior to the Custodian’s reliance receipt of such confirmation. Instructions in the form of facsimile transmission shall not be deemed received until confirmed by the Custodian in accordance with the provisions for the giving of notices under Section 26 hereof. The Custodian has the right to record any such oral Instructions, and the Customer hereby consents to such recording. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. All authorized persons as of the date of this Agreement are identified and listed in Exhibit E to this Agreement, which list is subject to change from time to time by Customer on such Oral Instruction or (ii) written notice to the validity or enforceability Custodian. The Custodian shall have the right to assume in the absence of transactions notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by such Oral Instruction and effected by BNY Mellon.
(h) the Customer acknowledges and agrees that it is fully informed of to give the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon in question and that there such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be more secure methods of transmitting Instructions than the method selected furnished by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesproper person or persons as provided above.
Appears in 2 contracts
Sources: Custodian Agreement (Oppenheimer Senior Floating Rate Plus Fund), Custodian Agreement (Oppenheimer Senior Floating Rate Plus Fund)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 2 contracts
Sources: Custody Agreement (CION Grosvenor Infrastructure Master Fund, LLC), Custody Agreement (CION Grosvenor Infrastructure Fund)
Instructions. (aA) Except as otherwise expressly The Bank is authorized to rely and act upon instructions ("Instructions") in writing which are signed by persons ("Authorized Persons") named in a list provided in this Agreementto the Bank from time to time, BNY Mellon will have no obligation which list must be certified by the Fund's Secretary or Assistant Secretary and include authenticated specimen signatures of all Authorized Persons.
(B) The Fund agrees that the Bank is authorized to take any action hereunder unless rely and until it receives act upon such Instructions issued in accordance with this AgreementSection 10 and the Funds Transfer Procedures attached hereto and incorporated herein by reference (including each Schedule A) to this Agreement and to debit or credit the applicable account(s) of the Fund accordingly and that such Funds Transfer Procedures and method(s) of transmission are commercially reasonable.
(bC) Customer will The Bank shall be responsible for ensuring that (i) only entitled to rely upon the continued authority of any Authorized Persons issue Person to give Instructions until the Bank receives notice from the Fund to BNY Mellon the contrary; and (ii) all Authorized Persons safeguard and treat with extreme care the Bank shall be entitled to rely upon any user and authorization codes, passwords and authentication keys used Instructions it believes in connection with the issuance of Instructions.
(c) Where Customer may or is required good faith to issue Instructions, such Instructions will be issued have been given by an Authorized Person.
(dD) BNY Mellon will be entitled The Bank is further authorized to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction Instructions received by BNY Mellon.
(e) All any other means and identified as having been given or authorized by any Authorized Person, regardless of whether such Instructions must include all information necessaryshall in fact have been authorized or given by any of such Authorized Persons, provided that the Bank and must be delivered using such methods the Fund shall have agreed upon the means of transmission and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon the method of identification for such Instructions.
(f) BNY Mellon may . Instructions received by any other means shall include but not be limited to verbal Instructions only in its sole discretion decline connection with delivery against payment or receipt against payment transactions and transfer from one account with the Bank to act upon any another with the Bank and provided that such verbal Instructions that do not comply with requirements set forth are promptly confirmed in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writingwriting by the Fund. Notwithstanding the foregoing, Customer in the event any such verbal Instructions are not subsequently confirmed in writing, as provided above, the Fund agrees that to hold the fact that Bank harmless and without liability for any claims or losses in connection with such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellonverbal Instructions.
(hE) Customer acknowledges The Fund agrees to be bound by any Instruction, whether or not authorized, given to the Bank in its name and accepted by the Bank in accordance with the provisions hereof (including but not limited to the Funds Transfer Procedures and Schedule A thereto) and further agrees that it is fully informed of to indemnify and hold the protections Bank harmless from and risks against any loss, liability, claim or expense (including legal fees and expenses) associated with the various methods of transmitting Bank's acting upon such Instructions to BNY Mellon and that there as provided herein, except such as may be arise from the Bank's own negligence, bad faith or willful misconduct.
(F) The Fund may appoint one or more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon investment managers ("Investment Managers") with respect to the transmission Custody Account. The Bank is authorized to act upon Instructions received from any Investment Manager to the same extent that the Bank would act upon the Instructions of an Authorized Person, provided that the Bank has received written evidence of the Investment Manager's appointment and authentication written confirmation from the Investment Manager evidencing acceptance of Instructions such appointment. The Investment Manager shall provide to Customer the Bank from time to time a commercially reasonable degree list of protection persons authorized to give Instructions on behalf of the Investment Manager. The list must be certified by the Investment Manager's Secretary or Assistant Secretary and include authenticated specimen signatures of such persons.
(G) If the Fund should choose to have telecommunication or other means of electronic access to the Bank's reporting system for Property in light the Custody Account, pursuant to paragraph (E) of its particular needs Section 5, the Bank is also authorized to rely and circumstancesact upon any Instructions received by it through a terminal device, provided that such Instructions are accompanied by code words which the Bank has furnished to the Fund, or an Authorized Person, by any method mutually agreed to by the Bank and the Fund, provided that the Bank has not been notified by the Fund, or any such Authorized Person to cease to recognize such code words, regardless of whether such Instructions shall in fact have been given or authorized by the Fund or any such Authorized Person.
Appears in 2 contracts
Sources: Custodial Services Agreement (MML Series Investment Fund), Custodial Services Agreement (MML Series Investment Fund)
Instructions. (a) Except “Instructions,” as otherwise expressly provided in such term is used throughout this Agreement, BNY Mellon means a writing signed or initialed by one or more person or persons as the Borrower shall have from time to time authorized (it being understood that the relevant Manager shall have the authority to provide such Instructions on behalf of the Borrower as of the date on which the parties hereto are entering this Agreement). Upon receipt by the Custodian of a Notice of Exclusive Control (as defined in the Control Agreement) pursuant to the Control Agreement, the Custodian acknowledges that the Secured Party under the Control Agreement shall have the sole authority to provide Instructions. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be considered Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved; the Borrower (or the relevant Manager on behalf of the Borrower) shall cause all oral instructions to be confirmed in writing. Instructions may include communications effected directly between electro-mechanical or electronic devices; provided that the Borrower and the Custodian agree to security procedures. For purposes of this Section, Instructions shall include instructions received by the Custodian pursuant to any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Instructions may be standing or continuing instructions. Any Instructions given to the Custodian pursuant to Section 2.7 shall specify the specific amounts of the allocations, payments, amounts, deposits, transfers or withdrawals addressed therein, and such other information as shall be sufficient to enable the Custodian to carry out such Instructions and take the related actions in accordance with the Section 2.7 of this Agreement. The Custodian shall be fully protected in relying exclusively on any of the information set forth in any Instruction delivered to it and shall have no independent obligation to take verify, calculate or recalculate any action hereunder unless and until it receives amount set forth in any such Instructions issued delivered in accordance with this Agreement.
(b) Customer will be responsible for ensuring that . Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, the Borrower shall deliver to the Custodian, duly certified by a Responsible Officer of the Managing Member and/or the relevant Manager, a certificate setting forth: (i) only Authorized Persons issue the names, titles, signatures and scope of authority of all persons authorized to give Instructions to BNY Mellon or any other notice, request, direction, instruction, certificate or instrument on behalf of the Borrower (it being understood that the Custodian hereby acknowledges that any incumbency certificate delivered by each of the Managing Member and/or the relevant Manager on the Closing Date constitutes a certificate meeting the aforementioned requirements). Such certificate may be accepted and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with relied upon by the issuance Custodian as conclusive evidence of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements the facts set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies therein and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will shall be deemed considered to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction full force and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected effect until receipt by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect Custodian of a similar certificate to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancescontrary.
Appears in 2 contracts
Sources: Custodian Agreement, Custodian Agreement
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions; provided that, after the execution of this Agreement or as soon as practicable thereafter, BNY Mellon shall make available to Customer such required information, methods, cut-off times and other applicable timing requirements.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 2 contracts
Sources: Custody Agreement (KKR Private Equity Conglomerate LLC), Custody Agreement (KKR Infrastructure Conglomerate LLC)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions; provided that, after the execution of this Agreement or as soon as practicable thereafter, BNY Mellon shall make available to Customer such required information, methods, cut-off times and other applicable timing requirements.
(f) BNY Mellon may may, in its sole discretion discretion, decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 2 contracts
Sources: Custody Agreement (KKR US Direct Lending Fund-U), Custody Agreement (KKR Asset-Based Income Fund)
Instructions. (a) Except as otherwise expressly provided in this AgreementSubject to the terms below, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will Bank shall be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction Written or Oral Instructions actually received by BNY Mellon.
(e) All Bank and reasonably believed by Bank to be duly authorized and delivered. Trust agrees that an Authorized Person shall forward to Bank Written Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any confirming Oral Instructions by the close of business of the same day that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed are given to be Instructions for purposes of this AgreementBank. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer Trust agrees that the fact that such written confirmation is confirming Written Instructions are not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will contrary Written Instructions are received by Bank shall in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction Instructions and effected by BNY MellonBank.
(hb) Customer If Bank receives Written Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Trust understands and agrees that Bank cannot determine the identity of the actual sender of such Written Instructions and that Bank shall conclusively presume that such Written Instructions have been sent by an Authorized Person. L▇▇▇▇▇ shall be responsible for ensuring that only Authorized Persons transmit such Written Instructions to Bank and that all Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care.
(c) The Trust and each Lender acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to BNY Mellon Bank and that there may be more secure methods of transmitting Written Instructions than the method method(s) selected by the senderTrust. Customer The Trust agrees that the security procedures, procedures (if any, ) to be followed by Customer and BNY Mellon in connection with respect to the its transmission and authentication of Written Instructions provide to Customer it a commercially reasonable degree of protection in light of its particular needs and circumstances.
(d) If the Trust elects to transmit Written Instructions through an on-line communication system offered by Bank, the Trust’s use thereof shall be subject to the Terms and Conditions which are contained in the agreement for custodial services between Lender and Bank pursuant to which the Account is established hereunder, or in the absence thereof, Bank’s standard Terms and Conditions for use of such system. If the Trust elects (with Bank’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, Lender agrees that Bank shall not be responsible or liable for the reliability or availability of any such service.
Appears in 2 contracts
Sources: Securities Lending Authorization Agreement (WisdomTree Trust), Securities Lending Authorization Agreement (WisdomTree Trust)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY MellonBNY.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY MellonBNY’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY MellonBNY’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY MellonBNY’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonBNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY MellonBNY’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY. However, to the extent BNY Mellonreceives written confirmation which contradicts Oral Instructions, BNY will endeavor to notify Customer, it being acknowledged, agreed and understood that BNY shall have no duty, responsibility, or liability for any failure to or inability to so notify Customer.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 2 contracts
Sources: Custody Agreement (Diameter Dynamic Credit Fund), Custody Agreement (Man Alternative Income Fund)
Instructions. 9.1 The Client and the Financial Adviser may give Instructions to IAS in relation to the Client’s Managed Account.
9.2 Instructions must be given by using the Web Site, in writing or in the manner and form advised by IAS from time to time.
9.3 If the Client or Financial Adviser provide IAS with an email address (for the Client or Financial Adviser), the Client authorises IAS to send confirmations or other correspondence electronically to that address unless and until the Client or Financial Adviser varies those instructions in writing.
9.4 If the Client or Financial Adviser provide IAS with a mobile telephone number (for the Client or Financial Adviser), the Client authorises IAS to send confirmations or other correspondence electronically by SMS to that number unless and until the Client or Financial Adviser varies those instructions in writing.
9.5 The Client acknowledges that IAS is entitled to act upon an Instruction which IAS considers in good faith to be genuine and that IAS is not required to make any enquiries in relation to such Instruction.
9.6 An Instruction must contain all the information required by IAS and IAS is not obliged to act on the Instruction to the extent that IAS reasonably considers the Instruction unclear or ambiguous or in conflict with any Regulation or this agreement in which case IAS will notify the Client or Financial Adviser in that regard.
9.7 Without limiting any other provision of this agreement and to the extent permitted by law, IAS will not be liable for losses and liabilities of any kind arising from:
(a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives incorrect Instructions issued in accordance with this Agreement.submitted by the Financial Adviser on the Client’s behalf;
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used not submitted in connection with the issuance of Instructions.a timely manner; or
(c) Where Customer may any delay in implementing the Instructions as a result of IAS not being able to or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such prevented for a period of time from implementing the Instructions.
(f) BNY Mellon may 9.8 The Client releases, discharges and indemnifies IAS from and against all losses, actions, liabilities, claims, demands and proceedings arising from the Client’s appointment of a Financial Adviser and all acts, omissions, matters and things done or not done or purported to be done by the Financial Adviser even if not authorised by the Client. Neither the Client nor any person claiming through the Client will have any claim or right against IAS in its sole discretion decline relation to act upon any Instructions act, omission, matters and things done or not done or purported to be done by the Financial Adviser or any person purporting to be the Financial Adviser except in the case where IAS knows or ought reasonably to know that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it the person is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonFinancial Adviser.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 2 contracts
Sources: Managed Account Service Agreement, Managed Account Service Agreement
Instructions. (a) Except as otherwise expressly provided in this Agreement5.1 The parties agree that all transactions initiated by DecisionMakers, BNY Mellon will have no obligation to take any action hereunder unless and until it receives on behalf of the Client, within the the Wrap Account Service Provider Service, must be conducted via Proper Instructions issued in accordance with Client Instructions.
5.2 The Client agrees that it shall issue Client Instructions to DecisionMakers for each transaction or change it wishes to be processed using the Wrap Account Service. Client Instructions may be provided as a clear written instruction via post or email, or a reply to written recommendations provided by DecisionMakers, or by approving a Transaction Authorisation Form (TAF). Approval can be provided by email with a clear instruction to DecisionMakers, or by returning a signed TAF to DecisionMakers. The Client agrees, that if implementing and maintaining a portfolio based on an agreed Investment Strategy and Asset Allocation Template, the Client authorises DecisionMakers to complete transactions as required to maintain the agreed Investment Strategy and Asset Allocation Template.
5.3 All functions and services of DecisionMakers in connection with the Wrap Account Service will be conducted under the normal established practice of the Wrap Account Service, including any current practice manuals and procedures for users as notified and made available to DecisionMakers by Wrap Account from time to time.
5.4 DecisionMakers will process Proper Instructions through the Custodian for action, but is only responsible for losses, expenses or other consequences of delay in implementation, as set out in clause 11.
5.5 Notwithstanding this Agreement.clause 5, DecisionMakers has no obligation to act on Client Instructions if:
(a) DecisionMakers believes on reasonable grounds that it cannot comply with the instruction, (for example, if the instruction is unclear or if it is likely that the Issuer will not accept the instruction);
(b) Customer will DecisionMakers believes on reasonable grounds that to carry out the instruction may be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.illegal;
(c) Where Customer may or is required DecisionMakers has reasonable doubt as to issue Instructions, such Instructions will be issued by an Authorized Person.the validity of the instruction; or
(d) BNY Mellon will be entitled the instruction relates to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees a Custodial Asset that the fact that such written confirmation is Custodian determines, at its absolute discretion, shall not received by BNY Mellon, be transacted in or that such written confirmation contradicts through the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonWrap Account Service.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 2 contracts
Sources: Client Agreement, Client Agreement
Instructions. (aA) Except as otherwise expressly In accordance with any applicable procedures set forth in Exhibit A, the Custodian is entitled to rely and act upon Instructions of any Authorised Person until the Custodian has received notice of any change from the Client and has had a reasonable time to note and implement such change. The Custodian is authorised to rely upon any Instructions received by any means, provided in this Agreementthat the Custodian and the Client have agreed upon the means of transmission and the method of identification for the Instructions. In particular, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.any applicable procedures set forth Exhibit A:
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions The Client and the Custodian will comply with security procedures designed to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with verify the issuance origination of Instructions.
(cii) Where Customer The Custodian is not responsible for errors or omissions made by the Client or resulting from fraud or the duplication of any Instruction by the Client, and the Custodian may or act on any Instruction by reference to an account number only, even if any account name is required to issue Instructions, such Instructions will be issued by an Authorized Personprovided.
(diii) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to The Custodian may act and rely upon any on an Instruction received by BNY Mellonif it reasonably believes it contains sufficient information.
(eiv) All The Custodian may decide not to act on an Instruction where it reasonably doubts its contents, authorisation, origination or compliance with any security procedures and will promptly notify the Client of its decision.
(v) If the Custodian acts on any Instruction sent manually (including facsimile or telephone), then, if the Custodian complies with the security procedures, the Client will be responsible for any loss the Custodian may incur in connection with that Instruction. The Client expressly acknowledges that the Client is aware that the use of manual forms of communication to convey Instructions must include all information necessaryincreases the risk of error, security and must privacy issues and fraudulent activities.
(vi) Instructions are to be delivered using such methods and given in such format as BNY Mellon may require and be received the English language.
(vii) The Custodian is obligated to act on Instructions only within BNY Mellon’s established applicable cut-off times on banking days when the Custodian and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructionsthe applicable financial markets are open for business.
(fviii) BNY Mellon In some securities markets, securities deliveries and payments therefor may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) be or that conflict with applicable law or regulations or BNY Mellonare not customarily made simultaneously. Accordingly, notwithstanding the Client’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon deliver Securities against payment or to pay for Securities against delivery, the Custodian may make or accept payment for or delivery of Securities at such time and in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation form and manner as is not received by BNY Mellon, in accordance with relevant local law and practice or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than customs prevailing in the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesrelevant market.
Appears in 2 contracts
Sources: Custodial Services Agreement (Forward Funds), Custodial Services Agreement (Forward Funds)
Instructions. (a) Except as otherwise expressly provided in this AgreementSubject to the terms below, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will Bank shall be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction Written or Oral Instructions actually received by BNY Mellon.
(e) All Bank and reasonably believed by Bank to be duly authorized and delivered. Client agrees that an Authorized Person shall forward to Bank Written Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any confirming Oral Instructions by the close of business of the same day that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed are given to be Instructions for purposes of this AgreementBank. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer Client agrees that the fact that such written confirmation is confirming Written Instructions are not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will contrary Written Instructions are received by Bank shall in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction Instructions and effected by BNY MellonBank.
(hb) Customer If Bank receives Written Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, Client understands and agrees that Bank cannot determine the identity of the actual sender of such Written Instructions and that Bank shall conclusively presume that such Written Instructions have been sent by an Authorized Person. L▇▇▇▇▇ shall be responsible for ensuring that only Authorized Persons transmit such Written Instructions to Bank and that all Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care.
(c) Client and each Lender acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to BNY Mellon Bank and that there may be more secure methods of transmitting Written Instructions than the method method(s) selected by the senderClient. Customer Client agrees that the security procedures, procedures (if any, ) to be followed by Customer and BNY Mellon in connection with respect to the its transmission and authentication of Written Instructions provide to Customer it a commercially reasonable degree of protection in light of its particular needs and circumstances.
(d) If Client elects to transmit Written Instructions through an on-line communication system offered by Bank, Client’s use thereof shall be subject to the Terms and Conditions which are contained in the agreement for custodial services between Lender and Bank pursuant to which the Account is established hereunder, or in the absence thereof, Bank’s standard Terms and Conditions for use of such system. If Client elects (with Bank’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, L▇▇▇▇▇ agrees that Bank shall not be responsible or liable for the reliability or availability of any such service.
Appears in 2 contracts
Sources: Securities Lending Authorization Agreement (IndexIQ Active ETF Trust), Securities Lending Authorization Agreement (IndexIQ Active ETF Trust)
Instructions. (a) Except “Instructions,” as otherwise expressly provided in such term is used throughout this Agreement, BNY Mellon means a writing signed or initialed by one or more person or persons as the Borrower shall have from time to time authorized (it being understood that the Manager shall have the authority to provide such Instructions on behalf of the Borrower as of the date on which the parties hereto are entering this Agreement). Upon receipt by the Custodian of a Notice of Exclusive Control (as defined in the Control Agreement) pursuant to the Control Agreement, the Custodian acknowledges that the Secured Party under the Control Agreement shall have the authority to provide Instructions. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be considered Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved; the Borrower (or the Manager on behalf of the Borrower) shall cause all oral instructions to be confirmed in writing. Instructions may include communications effected directly between electro-mechanical or electronic devices; provided that the Borrower and the Custodian agree to security procedures. For purposes of this Section, Instructions shall include instructions received by the Custodian pursuant to any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Instructions may be standing or continuing instructions. Any Instructions given to the Custodian pursuant to Section 2.8 shall specify the specific amounts of the allocations, payments, amounts, deposits, transfers or withdrawals addressed therein, and such other information as shall be sufficient to enable the Custodian to carry out such Instructions and take the related actions in accordance with the Section 2.8 of this Agreement. The Custodian shall be fully protected in relying exclusively on any of the information set forth in any Instruction delivered to it and shall have no independent obligation to take verify, calculate or recalculate any action hereunder unless and until it receives amount set forth in any such Instructions issued delivered in accordance with this Agreement.
(b) Customer will be responsible for ensuring that . Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, the Borrower shall deliver to the Custodian, duly certified by a Responsible Officer of the Managing Member and/or the Manager, a certificate setting forth: (i) only Authorized Persons issue the names, titles, signatures and scope of authority of all persons authorized to give Instructions to BNY Mellon or any other notice, request, direction, instruction, certificate or instrument on behalf of the Borrower (it being understood that the Custodian hereby acknowledges that any incumbency certificate delivered by each of the Managing Member and/or the Manager on the Closing Date constitutes a certificate meeting the aforementioned requirements). Such certificate may be accepted and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with relied upon by the issuance Custodian as conclusive evidence of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements the facts set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies therein and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will shall be deemed considered to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction full force and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected effect until receipt by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect Custodian of a similar certificate to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancescontrary.
Appears in 2 contracts
Sources: Custodian Agreement, Custodian Agreement
Instructions. (a) Except First Party and Second Party are to deliver the documents identified on Schedule "A" to EDSL. EDSL is directed to hold the documents identified on Schedule "A" in escrow and deliver them in accordance with the instructions on Schedule "B. GENERAL TERMS AND CONDITIONS These Escrow Instructions are not binding upon EDSL unless and until they have been accepted in writing in the space provided for such purpose below. EDSL is not a party and is not bound by any other agreement which may be evidenced by outside events, or which arises out of these Escrow Instructions, except as otherwise expressly provided specifically set forth herein. EDSL looks solely to these Escrow Instructions for its duties and responsibilities. EDSL is to act under these Escrow Instructions as a depositary only and is not responsible for or liable in this Agreementany manner whatever for the sufficiency, BNY Mellon will have no obligation correctness, genuineness, or validity of any instrument deposited with it, or for the form or execution of such instrument, or for the identity, authority, or rights of any person executing or depositing it. ▇▇▇▇ acts as a document holding and disbursing agent only. EDSL shall not be required to file Form 1099's on behalf of the par-ties, and the parties agree to file all required IRS Form 1099's. EDSL shall not be required to take notice of any default or to take any action hereunder with respect to such default involving any expense or liability, unless notice in writing of such default is given to it, and until unless it receives Instructions issued is indemnified in a manner satisfactory to it against such expense or liability. EDSL shall be protected in acting upon any written notice, request, waiver, consent, receipt, or other paper or document signed by the proper party or parties. EDSL may seek advice from and employ legal counsel in the event of any lawsuit, dispute, or question as to the construction of any of the provisions of these Escrow Instructions, or EDSL's duties under these Escrow Instructions. EDSL shall incur no liability and shall be fully protected when it acts in accordance with this Agreement.
(b) Customer will be responsible for ensuring the opinion and instructions of counsel. The parties hereto agree to reimburse EDSL its reasonable attorneys' fees if counsel is so employed. If there is any disagreement between any of the parties to these Escrow Instructions, or between them or any of them and any other person, that (i) only Authorized Persons issue Instructions to BNY Mellon results in adverse claims and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used demands being made on EDSL in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue for any property involved in or affected by these Escrow Instructions, EDSL shall be entitled, at its option, to refuse to comply with any claims or demands on it as long as such Instructions will disagreement shall continue. In so refusing, EDSL may make no delivery or other disposition of any documents involved in or affected by these Escrow Instructions. EDSL shall not be issued by an Authorized Person.
(d) BNY Mellon will or become liable in any way or to any person for its failure or refusal to comply with conflicting or adverse demands. EDSL shall be entitled to deal with any Authorized Person continue so to refrain from acting and so to refuse to act until notified otherwise pursuant to (1) the right of adverse claimants shall have been finally settled by arbitration or adjudicated in a court assuming and having jurisdiction of the property involved in or affected by these Escrow Instructions, and will be entitled to act and rely upon any Instruction received or (2) all differences shall have been adjusted by BNY Mellon.
(e) All Instructions must include all information necessaryagreement, and must (3) after such resolution EDSL has been notified in writing signed by all interested persons. EDSL shall have a right to file suit in the event settlement of any dispute appears to be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient timeimpossible, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practicesand, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral each party consents to jurisdiction in the Denver District Court, State of Colorado and the parties hereto agree to pay reasonable attorneys' fees and costs incurred. The laws of Colorado shall apply to any questions of interpretation under these Escrow Instructions. These Escrow Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be executed in one or more secure methods counterparts, each of transmitting Instructions than which shall be an original, but all of which shall constitute one and the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancessame instrument.
Appears in 2 contracts
Sources: Settlement Agreement (Amalgamated Explorations Inc), Settlement Agreement (Amalgamated Explorations Inc)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act in accordance with and rely upon any Instruction received by BNY MellonBNY.
(e) All Instructions must include all information necessary, and must be delivered using such methods as are described in the definition of “Instructions” and in such format as BNY Mellon may reasonably require and be received within BNY MellonBNY’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY MellonBNY’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY MellonBNY’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonBNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY MellonBNY’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonBNY.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 2 contracts
Sources: Custody Agreement (Advent Convertible & Income Fund), Custody Agreement (Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless Custodian acts upon Instructions that are received and until it receives Instructions issued verified by Custodian in accordance with its procedures and this Agreement.
(b) Customer Instructions will be responsible required for ensuring that any action requested of Custodian. Instructions shall continue in full force and effect until canceled by Client (iif possible) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructionsor executed.
(c) Where Customer may or is required Custodian shall be entitled to issue Instructions, such rely upon any Instructions will be issued by an Authorized Personit receives pursuant to this Agreement.
(d) BNY Mellon will be entitled to deal Custodian may assume that any Instructions received hereunder, if applicable, are not in any way inconsistent with the provisions of organizational documents of Client or of any Authorized Person until notified otherwise pursuant to Instructionsvote, resolution, or proper authorization, and will be entitled that Client is authorized to act and rely upon any Instruction received by BNY Mellontake the actions specified in the Instructions.
(e) All Instructions must include Client shall verify all information necessarysubmitted in Instructions to Custodian. Custodian shall have no duty to inquire into or investigate the validity, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient timeaccuracy, to enable BNY Mellon to act upon such or content of any Instructions.
(f) BNY Mellon may The Custodian undertakes to cooperate fully and in its sole discretion decline good faith to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies ensure the proper and practices, in which event BNY Mellon will promptly notify Customertimely execution of all Instructions.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures If any Instructions are ambiguous, incomplete, or conflicting, Custodian may refuse to accept Oral Instructionsexecute such Instructions until any ambiguity, BNY Mellon incompleteness, or conflict has been resolved. Custodian may refuse to execute Instructions if, in certain limited circumstances accept Oral Instructions. In such eventits sole opinion, such Oral Instructions are outside the scope of its duties under this Agreement or are contrary to any Applicable Law. The Custodian will be deemed use commercially reasonable efforts to be Instructions for purposes inform the Client of this Agreement. An Authorized Person issuing such any refusal to execute an Oral Instruction will promptly confirm such Oral Instruction and, to BNY Mellon in writing. Notwithstanding the foregoingextent permissible under Applicable Law, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellonshall provide an explanation without undue delay.
(h) Customer acknowledges and agrees that it Client is fully informed of the protections and risks associated with the various methods of transmitting responsible for any Losses resulting from inaccurate Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures(e.g., if anyClient provides the wrong destination address for executing a withdrawal transaction). Custodian does not guarantee the identity of any user, receiver, requestee, or other party to a Custody Transaction. Custodian shall have no liability whatsoever for failure to perform pursuant to such Instructions except in the case of Custodian’s gross negligence, fraud, or willful misconduct.
(i) The Custodian shall be followed by Customer and BNY Mellon with respect responsible for any Losses arising from the alteration, corruption, or misexecution of Instructions resulting from technical malfunctions, system errors, cybersecurity incidents, or any other acts or omissions attributable to the transmission and authentication Custodian or its subcontractors. In such cases, the Custodian shall promptly inform the Client, cooperate in good faith to mitigate any damage, and, subject to the terms of Instructions provide to Customer Section 9 of this Agreement, indemnify the Client for any direct Losses incurred as a commercially reasonable degree of protection in light of its particular needs and circumstancesresult.
Appears in 2 contracts
Sources: Custodial Services Agreement (CoinShares XRP ETF), Custodial Services Agreement (CoinShares XRP ETF)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods as are described in the definition of “Instructions” and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations as determined by the advice of BNY Mellon’s counsel or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. 3.1 The Collection Foundation hereby appoints the Foundation Administrator as its agent and administrator and instructs the Foundation Administrator to render the services as set forth in this Agreement and the Foundation Administrator hereby accepts such appointment and instructions on the terms and subject to the conditions of this Agreement. The Parties agree that the Foundation Administrator for its own account and at its sole discretion may appoint one or more third parties to provide any of its services on its behalf, provided that such appointment shall not release or discharge the Foundation Administrator in any way from its obligations and/or liabilities under this Agreement.
3.2 The Collection Foundation hereby instructs the Foundation Administrator to make determinations and calculations of each Beneficiary Entitlement and the Originator Entitlement (ain accordance with the entitlements of the relevant Beneficiary or the Originator under the Transaction Documents) Except and the Collection Foundation Payment Obligations, which determinations and calculations shall be binding in the absence of a manifest error, subject to proof to the contrary. The Collection Foundation hereby instructs the Foundation Administrator to transfer the amounts corresponding to relevant Beneficiary Entitlement to the relevant Beneficiary and the Originator Entitlement to the Originator, on or prior to each relevant Monthly Payment Date, or such earlier time as otherwise expressly required pursuant to this Agreement:
(i) after moneys are received on the Collection Foundation Accounts up to the relevant Beneficiary Entitlement to the relevant Beneficiary Collection Account(s) set forth in Schedule 3 from time to time or such other account as indicated by the relevant Beneficiary. Each Beneficiary undertakes to inform the Collection Foundation of any such other account and, upon having received such information, the Foundation Administrator will on behalf of the Collection Foundation update Schedule 3 hereto. The Parties agree that the Collection Foundation shall in no circumstance be liable for such information provided by any Beneficiary not being accurate and/or complete. The Parties agree that the administration of the Collection Foundation on the basis of the information relating to the Beneficiary Collection Accounts received by the Collection Foundation from the Beneficiaries from time to time and correctly processed in the administration of the Collection Foundation shall, in the absence of manifest error, be binding. In case the Originator becomes aware of an error or is notified by a Beneficiary of an error and is provided with any and all relevant information required to process any information relating to such Beneficiary, the Originator shall rectify such error as soon as reasonably practicable in its administration; and
(ii) after moneys are received on the Foundation Funding Account up to the relevant Originator Entitlement to the account as indicated by the Originator, without any set off or counterclaim of whatever kind. The Foundation Administrator hereby accepts such instruction.
3.3 The Collection Foundation hereby instructs the Foundation Administrator to transfer the amounts corresponding to the amounts the Originator has to pay to the relevant civil-law notary, Stichting WEW or the relevant Borrower directly subject to and in accordance with the Mortgage Loans, and to the extent such amount can be deducted from the Originator Entitlement as set out in Clause 2.4 of this Agreement, to the account of such civil-law notary, Stichting WEW or such Borrower as indicated by the Originator. The Foundation Administrator hereby accepts such instruction.
3.4 The Originator and each of the Beneficiaries hereby instruct the Foundation Administrator to provide to the Collection Foundation such information as the Collection Foundation may reasonably require to determine whether moneys paid into the Collection Foundation Accounts are payable to the relevant Beneficiary or the Originator, as the case may be.
3.5 Each of the Originator and Beneficiaries agree that the calculations of the Foundation Administrator shall be binding in the absence of a manifest error, subject to proof to the contrary. The Foundation Administrator shall, upon request of any of the Originator or the Beneficiaries, substantiate its calculations and in case of any error, remedy such error as soon as reasonably possible but in any event within three (3) Business Days. The Foundation Administrator hereby accepts such instruction.
3.6 The Foundation Administrator shall provide the Collection Foundation, or, upon instruction of the Collection Foundation or the Beneficiaries directly, with overviews of the calculations and payments to be made to the relevant Beneficiary or the Originator, as the case may be, on a monthly basis.
3.7 The Originator and each of the Beneficiaries hereby irrevocably instruct the Foundation Administrator to the extent required by way of mandate (lastgeving), to collect payments due by Borrowers in respect of the Mortgage Receivables on the Foundation Collection Account and to cause or continue to cause the payments by the Borrowers under the Mortgage Receivables to be transferred to the Foundation Collection Account, in the name of the Originator or the relevant Beneficiary, provided that upon notification of the assignment of the Mortgage Receivables to the relevant Borrowers, the written instructions of the relevant Beneficiary shall prevail over this instruction. The Foundation Administrator hereby accepts such instruction.
3.8 The Originator undertakes towards the Collection Foundation and each Beneficiary to instruct (i) the Borrowers to pay to the Foundation Collection Account and not to instruct the Borrowers to pay any amounts in respect of the Mortgage Receivables into an account other than the Foundation Collection Account without the prior written approval of the relevant Beneficiary and (ii) Stichting WEW to pay any amounts under any NHG Guarantee and NHG Advance Right, if possible, to the Foundation Collection Account and not to instruct Stichting WEW to pay into an account other than the Foundation Collection Account without the prior
3.9 The Originator and each of the Beneficiaries requests and instructs the Collection Foundation to receive amounts due in respect of the Mortgage Receivables by means of direct debit in accordance with the direct debit mandates (incassovolmachten) (unless the Borrower has withdrawn such instruction) and the Originator will ensure that the Collection Foundation is duly authorised to receive amounts due in respect of the Mortgage Receivables by means of direct debit in accordance with the direct debit mandates (incassovolmachten) (unless the Borrower has withdrawn such instruction), whether in its own name or as authorised representative (gemachtigde) of the Originator, with the power of substitution. The Originator represents that the Collection Foundation is duly authorised to receive by means of direct debit amounts in respect of the Mortgage Receivables unless the Borrower has withdrawn such instruction.
3.10 The Foundation Administrator is hereby instructed by the Collection Foundation to, and will on behalf of the Collection Foundation, arrange for all direct debits in accordance with Clause 3.9 to be made from the account of the Borrowers in respect of amounts due on the Mortgage Receivables which the Collection Foundation is authorised and, if applicable, licenced to make and shall debit the amount in respect of the Mortgage Receivables from the account of the Borrowers into the Foundation Collection Account.
3.11 The Foundation Administrator undertakes towards the Collection Foundation and each of the Beneficiaries neither to follow instructions from the Originator or any third party, nor to take the initiative to transfer amounts in respect of the Mortgage Receivables from the account of the Borrowers to an account other than the Foundation Collection Account without the prior written approval obtained by the Originator of each of the relevant Beneficiaries and the Collection Foundation. For the avoidance of doubt, neither the Originator nor the Collection Foundation shall instruct the Foundation Administrator or the Borrowers to transfer amounts in respect of the Mortgage Receivables from the account of the Borrowers to an account other than the Foundation Collection Account without actually having obtained the required approvals mentioned above and the Foundation Administrator may rely on such approval of each of the Collection Foundation and each of the Beneficiaries.
3.12 The Originator, to the extent required upon instruction by way of mandate (lastgeving) by each of the Beneficiaries, undertakes to answer any queries from any relevant Borrower for whatever reason relating to the Collection Foundation.
3.13 For the avoidance of doubt, each Beneficiary hereby authorises the Originator to continue to collect the Mortgage Receivables purchased by and assigned to such Beneficiary in its own name but for the account of that Beneficiary on the Foundation Collection Account on the basis of a mandate (lastgeving), until the relevant Borrowers are notified of the assignment of the Mortgage Receivables to such Beneficiary.
3.14 No amount shall at any time be withdrawn by the Collection Foundation or the Foundation Administrator from the Collection Foundation Accounts at the instruction of or for the account of the Originator or any Beneficiary, unless the Foundation Administrator on behalf of the Collection Foundation shall first have ascertained itself that no other Party is entitled to (part of) such amount pursuant to this Agreement.
3.15 If the Collection Foundation or the Foundation Administrator on its behalf transfers an amount to any Party who is not entitled to such amount (including as a result of a reversal (stornering) of a direct debit by a Borrower and/or amounts which have been paid in excess to the collection actually received), the relevant Party will as soon as possible upon becoming aware or being notified thereof and in any event within three (3) Business Days, retransfer such amount or transfer the same amount to the relevant Collection Foundation Account, to the extent such amount exceeds (i) in respect of a Beneficiary, the relevant Beneficiary Collection Entitlement and/or the relevant Beneficiary Funding Entitlement, as the case may be, as calculated on the immediately preceding Monthly Calculation Date or (ii) in respect of the Originator, the Originator Entitlement as calculated on the immediately preceding Monthly Reporting Date.
3.16 The Foundation Administrator will procure that it has the required licences to act on behalf of the Collection Foundation and to ensure that either the Collection Foundation needs no licence or, if a licence is required to act as Collection Foundation, it will inform the Collection Foundation thereof and shall undertake its best efforts to ensure that the Collection Foundation will timely obtain the required licence or licences to perform its functions under this Agreement.
3.17 Notwithstanding anything to the contrary set forth in this Agreement, BNY Mellon each of the Collection Foundation and the Foundation Administrator will have no obligation procure that any amounts held on the Collection Foundation Accounts for the benefit of a party that is considered to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not form part of BNY Mellon’s normal practices the Public, shall be distributed ultimately on the fourth calendar day following the day on which moneys are received and procedures provided it has received the required information to accept Oral Instructionsdetermine which amount is due to each of the Beneficiaries or the Originator, BNY Mellon as the case may in certain limited circumstances accept Oral Instructionsbe. In such event, such Oral Instructions will be deemed Each Beneficiary hereby confirms to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees Collection Foundation that it is fully informed does not form part of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesPublic.
Appears in 1 contract
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an any Authorized Person.
(d) . BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act in accordance with and rely upon any Instruction received by BNY Mellon.
(ed) All Instructions must include all information necessary, and must be delivered using such methods as are described in the definition of “Instructions” and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions).
(fe) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e3.2(d) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(gf) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(hg) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. (a) Except The Bank is authorized to rely and act upon written instructions (“Instructions”) which are signed by persons (“Authorized Persons”) named in a list provided to the Bank from time to time, which list must be certified by the Customer’s Secretary or Assistant Secretary and include authenticated specimen signatures of all Authorized Persons. Such list shall separately designate those Authorized Persons who may authorize the withdrawal of Securities free of payment, those Authorized Persons who may authorize the unconditional transfer of funds and those Authorized Persons who may give Instructions by electronic access as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreementhereunder.
(b) The Customer will be responsible for ensuring agrees that the Bank is authorized to rely and act upon such Instructions in accordance with this Section 9 and the Manual Transmission Authorization attached hereto and incorporated herein by reference (iincluding each Manual Transmission Procedures attached thereto) only Authorized Persons issue Instructions to BNY Mellon this Agreement and (iito debit or credit the applicable account(s) all Authorized Persons safeguard of the Customer accordingly and treat with extreme care any user that such Manual Transmission Authorization and authorization codes, passwords and authentication keys used in connection with the issuance method(s) of Instructionstransmission are commercially reasonable.
(c) Where The Bank shall be entitled to rely upon the continued authority of any Authorized Person to give Instructions until the Bank receives notice from the Customer may or is required to issue Instructions, such the contrary; and the Bank shall be entitled to rely upon any Instructions will be issued it reasonably believes in good faith to have been given by an Authorized Person.
(d) BNY Mellon will be entitled The Bank is further authorized to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction Instructions received by BNY Mellonany other means and identified as having been given or authorized by any Authorized Person, regardless of whether such Instructions shall in fact have been authorized or given by any of such Authorized Persons, provided that the Bank and the Customer shall have agreed upon the means of transmission and the method of identification for such Instructions and such means of transmissions is actually used. Instructions received by any other means shall include but shall not be limited to verbal Instructions only in connection with delivery against payment or receipt against payment transactions and transfers from one account within a Custody Account to another account within a Custody Account and provided that such verbal Instructions are promptly confirmed in writing by the Customer. Notwithstanding the foregoing in the event that verbal Instructions are not subsequently confirmed in writing as provided above, the Customer agrees to hold the Bank harmless and without liability for any claims or losses in connection with such verbal Instructions except as may arise from the Bank’s own negligence, bad faith or willful misconduct in carrying out the same.
(e) All Instructions must include all information necessaryThe Customer agrees to be bound by any Instruction, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient timewhether or not authorized, given to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may the Bank in its sole discretion decline name and accepted by the Bank in accordance with the provisions hereof (including but not limited to act upon the Funds Transfer Procedures and each Schedule A hereto) and further agrees to indemnify and hold the Bank harmless from and against any Instructions that do not comply with requirements set forth in Section 3.2(eloss, liability, claim or expense (including legal fees and expenses) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Bank’s acting upon such Instructions to BNY Mellon and that there as provided herein, except such as may be more secure methods of transmitting Instructions than arise from the method selected by the sender. Customer agrees that the security proceduresBank’s own negligence, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesbad faith or willful misconduct.
Appears in 1 contract
Sources: Custodial Services Agreement (Dfa Investment Dimensions Group Inc)
Instructions. (a) Except as otherwise expressly provided in Where BNY is required under this AgreementAgreement to take action only upon instructions, BNY Mellon will have no obligation shall do so upon receipt of Instructions which may be standing Instructions. Any Instructions given to take any action hereunder unless and until it receives Instructions issued in accordance with this AgreementBNY shall bind the Investment Company, Shareholder or a Fund, as applicable.
(b) Customer will In acting on any Instruction, BNY is shall assume that (i) the Authorized Person providing such Instructions has complied with any relevant obligations set out in any governing documents of the Fund, (ii) the Authorized Person has the authority to give such Instruction, and (iii) such Instruction is in accordance with applicable law. BNY is under no obligation to review the propriety or legality of any Instructions received by it.
(c) The Investment Company acknowledges and agrees that: (i) any Authorized Person is authorized to give Instructions to BNY for the purposes of this Agreement and BNY shall be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions; (ii) the Investment Company shall be responsible for ensuring that (i) only Authorized Persons issue Instructions; (iii) BNY shall rely on the authenticity of the signatures and Instructions given, purported to BNY Mellon be given or are otherwise authenticated; and (iiiv) the Investment Company shall ensure that all Authorized Persons safeguard and treat with extreme utmost care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person Unless otherwise provided in this Agreement, an Instruction continues in full force and effect until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received specifically cancelled or superseded by BNY Mellona subsequent Instruction.
(e) All Notwithstanding any other provision of this Agreement, Instructions, directions and other communications provided under this Agreement may be given to BNY by letter, or other electronic or electro-mechanical means deemed acceptable by BNY, including the use of applications or portals supported by BNY, subject to such additional terms and conditions BNY may require. Confidential And Proprietary EXECUTION
(f) BNY may apply to an Authorized Person for Instructions must include all information necessarywith respect to any matter arising in connection with BNY’s performance hereunder, and must BNY shall not be delivered using such methods and liable for any action taken or omitted to be taken by it in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise good faith without gross negligence or willful misconduct in sufficient time, to enable BNY Mellon to act upon accordance with such Instructions.
(fg) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) 10 or that conflict with applicable law or regulations or BNY MellonBNY’s operating policies and practices, in which event BNY Mellon will promptly notify Customerthe Investment Company or Fund.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Transfer Agency and Shareholder Services Agreement (MoA Funds Corp)
Instructions. (a) Except as otherwise expressly provided The Trust shall deliver to the Custodian a list ofpersons authorized to give particular classes of Instructions,together with their signatures and their office addresses. The term"Instructions" means instructions in this Agreement, BNY Mellon will respect of any of the Custodian'sduties hereunder which have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that been received by the Custodian (i) only Authorized Persons issue inwriting (including, without limitation, facsimile transmission) or bytested telex, in each case from persons reasonably believed by theCustodian to be authorized to give such instructions, or (ii)transmitted electronically through an electronic on-line service andcommunications system offered by the Custodian or other electronicinstruction system acceptable to the Custodian, or (iii) by atelephonic or oral communication in each case from persons reasonablybelieved by the Custodian to be authorized to give such instructions;or (iv) upon receipt of such other form of instructions as the Trustmay from time to time authorize in writing and which the Custodian hasagreed in writing to accept. Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance form of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will oralcommunications shall be issued confirmed by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received the Trust by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and tested telex orwriting in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements the manner set forth in Section 3.2(eclause (i) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practicesabove, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part but the lack of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will shall in no way affect (i) BNY Mellon’s any action taken by the Custodianin reliance upon such oral instructions prior to the Custodian's receiptof such confirmation. Instructions may relate to specific transactions orto types or classes of transactions, and may be in the form of standinginstructions. Instructions shall specifically identify the Account to which theInstructions relate. Instructions shall be delivered to the Custodianat the address and in the manner set forth in the User Guide providedto the Trust, as amended from time to time. The Custodian shall have the right to assume in the absence of noticeto the contrary from the Trust that any person whose name is on such Oral Instruction or (ii) filewith the validity or enforceability of transactions Custodian pursuant to this Section 12 has been authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of bythe Trust to give the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon in question and that there suchauthorization has not been revoked. The Custodian may act upon andconclusively rely on, without any liability to the Trust or any otherperson or entity for any losses resulting therefrom, any Instructionsreasonably believed by it to be more secure methods of transmitting Instructions than the method selected furnished by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesproper person orpersons as provided above.
Appears in 1 contract
Instructions. (a) Except as otherwise Unless expressly provided otherwise in this Agreement, BNY Mellon the Bank may refuse to act except upon Written Instructions. Written Instructions will have no obligation to take be required for any action hereunder unless requested of the Bank, including without limitation those transactions described in Section 4 of Schedule A hereto, and except for those transactions described in Section 6 of Schedule A hereto.
(b) Written Instructions shall not be deemed received by Bank until the Customer or Manager has received via facsimile a signed acknowledgement of receipt from Bank.
(c) The Bank shall be entitled to rely upon any Written Instructions it receives Instructions issued in accordance with from an Authorized Person (or from a person reasonably believed by the Bank to be an Authorized Person) pursuant to this Agreement.
(bd) The Bank may assume that any Written Instructions received hereunder are not in any way inconsistent with the provisions of organizational documents of the Customer will be responsible for ensuring or of any vote, resolution, or proceeding of the Customer’s [Board of Managers] or of the Customer’s members, and that (i) only Authorized Persons issue the Customer and, to the extent applicable, the Manager are authorized to take the actions specified in the Written Instructions, unless and until the Bank receives Written Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Melloncontrary.
(e) All Instructions must include all information necessaryThe Bank shall have no duty to inquire into or investigate the validity, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such accuracy or content of any Written Instructions.
(f) BNY Mellon may The Customer acknowledges that the Bank will verify all cash movement instructions via telephone with an Authorized Signer other than the Authorized Signer transmitting the instructions, for all cash movement instructions not received via an electronic transaction reporting system which requires the use of a password or other authorized identifier in its sole discretion decline order to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.gain access. 4
(g) Unless otherwise agreed to in writing by the Bank, the Manager and the Customer, Written Instructions must be received by the Bank (which receipt is deemed to have occurred upon the Customer’s receipt of the Bank’s signed acknowledgement of Written Instructions) at least three (3) business days prior to the business day on which the Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures wishes the Bank to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral perform pursuant to the Written Instructions. In Written Instructions received after such eventdate shall be executed on a best efforts basis by the Bank, however, the Bank shall have no liability whatsoever for failure to perform pursuant to such Oral Written Instructions. Furthermore, the Bank shall make reasonable efforts to perform as requested in Written Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellonthe Bank on the same day performance is desired by the Customer, or that however, the Bank shall have no liability whatsoever for failure to perform pursuant to such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonWritten Instructions.
(h) The Customer acknowledges that where Written Instructions require the Bank to prepare and agrees that it is fully informed submit forms, letters or other writings to third parties on behalf of the protections Customer, including but not limited to subscription agreements, redemption requests, stock transfers and risks associated with exchanges of cash for Interests or Interests in one Underlying Fund for Interests in another Underlying Fund, (“Writings”) the various methods Bank will prepare but will not submit such Writings unless and until the Writings have been approved by an Authorized Person, which approval may take the form of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sendera signed writing or e-mail from an Authorized Person. The Customer agrees to make available Authorized Persons during normal business hours to review and approve such Writings for Bank. The Customer acknowledges that the security procedures, if any, Bank shall not be liable for failure to be followed by Customer and BNY Mellon perform its obligations with respect to Writings if such failure results from any delay, error, unavailability or non-approval by the transmission and authentication Customer or Authorized Person of Instructions the Customer. The Bank shall exercise best efforts to provide Writings to the Customer a commercially reasonable degree for approval promptly following receipt of protection in light of its particular needs and circumstancesWritten Instructions.
Appears in 1 contract
Sources: Custodial Agreement (PARADIGM Multi Strategy Fund, LLC)
Instructions. (a) Except as Unless otherwise expressly explicitly indicated herein, the Custodian shall perform its duties pursuant to written instructions provided to the Custodian by the Managing Owner (“Instructions”). Instructions shall be valid only if given by an authorized person listed on Schedule 4 (an “Authorized Person”). Instructions may be transmitted by the Managing Owner to the Custodian only in writing. The Custodian shall follow such written Instructions; provided, that (i) the Custodian shall have no liability for shipping and insurance costs associated therewith, and (ii) full payment shall have been made to the Custodian of its compensation, costs, expenses and other amounts to which it is entitled to under this Agreement.
(b) The Custodian may treat any Authorized Person as having full authority of the Managing Owner to issue Instructions hereunder unless Schedule 4 contains explicit limitations as to said authority. The Custodian shall be entitled to rely upon the authority of Authorized Persons until it receives appropriate written notice from the Managing Owner to the contrary.
(c) The applicable Authorized Person shall be responsible for assuring the adequacy and accuracy of Instructions. Particularly, BNY Mellon will upon any acquisition or disposition or other dealing in the applicable Fund’s Investments and upon any delivery and transfer of any Investment or moneys, the Authorized Person initiating such Instruction shall give the Custodian an Instruction with appropriate detail, including, without limitation:
(i) The transaction date, and the date and location of settlement;
(ii) The specification of the type of transaction;
(iii) A description of the Assets in question, including, as appropriate, quantity, price per unit, amount of money to be received or delivered, currency information and identifying number such as a CUSIP, SEDOL or ISIN number. The Custodian shall be entitled to rely on such descriptive information as controlling notwithstanding any inconsistency contained in such Instruction, particularly with respect to the description of the security in question; and
(iv) The name of the broker and broker number or similar entity and number concerned with execution of the transaction (if applicable).
(d) If the Custodian believes an Instruction to be either unclear or incomplete, the Custodian may give prompt notice of such determination to the Managing Owner, and the Managing Owner shall thereupon amend or otherwise reform such Instruction. In such event, the Custodian shall have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect response to the transmission and authentication Instruction initially delivered until the redelivery of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesan amended or reformed Instruction.
Appears in 1 contract
Sources: Custody Agreement (Brookshire Raw Materials (U.S.) Energy USD Fund)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. 13.1 Any instructions or other communications given to the Trustee by the Manager or the Investment Manager which shall contain all necessary information required by the Trustee to carry out the instructions and which are received by the Trustee in writing or via fax, bank wire, SWIFT or other teleprocess or electronic instruction or trade information system acceptable to the Trustee and which the Trustee believes in good faith to have been given by an Authorised Person (aas defined below) Except or which are transmitted with proper testing or authentication pursuant to terms and conditions which the Trustee may specify shall be “Authorised Instructions”. Unless otherwise specified, all Authorised Instructions shall continue in full force and effect until cancelled or superseded. Any such Authorised Instructions shall be given by such person or persons as otherwise expressly provided the Manager shall from time to time have authorised to give the particular class of instruction, and in this Agreementrespect of which the Manager has given written notice to the Trustee (“Authorised Person”) using a form of mandate acceptable to the Trustee. Authorised Persons shallinclude the Investment Manager and the individuals designated by the Investment Manager using a mandate acceptable to the Trustee. The Trustee is autho rised to rely on and act on any Authorised Instructions which it reasonably believes to have been given by an Authorised Person. The Trustee shall be indemnified by the Manager out of the Trust Property against any losses, BNY Mellon will have no obligation liabilities, damages, costs and expenses arising directly or indirectly as a result of acting on instructions in the manner aforesaid. Either party may electronically record any instructions given by telephone, and any other telephone discussions. The Trustee may decline to treat as valid any instruction, notice or communication given or purported to be given on behalf of the Manager by any person not for the time being included in the list of Authorised Persons notified to the Trustee by the Manager. Any list of Authorised Persons notified by the Manager to the Trustee shall include relevant specimen signatures and shall specify any limitations on authority. The Manager shall take all necessary precautions to ensure that persons who are not authorised to do so do not purport to give instructions to the Trustee.
13.2 Without limitation to the foregoing, the Trustee is hereby authorised to accept instructions from Authorised Persons regarding the acquisition, delivery or disposal of or dealings with Trust Property.
13.3 If , in the Trustee’s opinion, any Authorised Instructions are unclear and/or ambiguous the Trustee shall promptly notify the Manager or the Investment Manager (as the case may be) of receipt of such instructions and of the apparent uncertainty or ambiguity and shall not be obliged to take any action hereunder unless pursuant to such Authorised Instructions until the matter has been clarified to its reasonable satisfaction.
13.4 If there is a conflict between Authorised Instructions received f rom the Manager and f rom the Investment Manager, the Trustee shall promptly notify the Manager and the Investment Manager of any such conflict and shall not take any action until it receives Instructions issued the conflict is resolved.
13.5 The Trustee shall act in accordance with Authorised Instructions received by it unless such instructions are not received in time for the required action to be taken, or the Trustee reasonably believes that compliance would not be practicable or might involve a breach of this AgreementTrust Deed, the Regulations or any other applicable law or regulation. The Trustee will promptly notify the Manager or the Investment Manager (as the case may be) of any such belief.
13.6 Subject and without prejudice to sub-clause 32.1, the Trustee shall not incur any liability for relying or acting on any forged or unauthorised instruction or communication (whether purporting to be f rom the Manager or from the Investment Manager) which is reasonably believed by the Trustee to be a genuine Authorised Instruction.
13.7 If the Trustee notifies the Manager that Authorised Instructions should be delivered to its agent or subcontractor, then the Manager shall ensure that all Authorised Instructions are delivered in accordance with that notice.
13.8 The Trustee is entitled to refuse to follow Authorised Instructions if, in the reasonable opinion of the Trustee:
(a) such Authorised Instruction would conflict with the Regulations, this Trust Deed or any other offer document for Shares or would be unlawful or would violate the requirements of any government body or any other body with whose requirements (whether legally binding or not) f inancial institutions in general or the Trustee in particular may be required by law, custom or practice to conform provided that the Trustee shall not be under any obligation to ensure that any instruction received by it would not contravene any of the laws, authorities or documents referred to; or
(b) Customer will be responsible there are reasonable grounds for ensuring estimating that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed liabilities to be Instructions for purposes incurred in the course of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding investment, realisation or other transaction may not be adequately covered by the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, Investments or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed cash of the protections and risks associated with Trust held for the various methods time being by or on behalf of transmitting Instructions to BNY Mellon and that there may be more secure methods the Trustee. The Trustee shall forthwith notify the Manager of transmitting Instructions than any of the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesforegoing transactions.
Appears in 1 contract
Sources: Trust Deed
Instructions. (a) Except as otherwise Unless the terms of this Agreement or PNC’s standard policies and procedures expressly provided provide, in the reasonable discretion of PNC, all requisite details and directions for it to take or omit to take a specific action, PNC may, prior to acting or not acting on a particular matter, require the Fund to provide it with Oral Instructions or Written Instructions with respect to the matter. Whether received from the Fund in response to a such request or otherwise, PNC shall be obligated to act on an Instruction with respect to a particular matter only if in PNC’s reasonable judgment it is consistent with the prevailing commercial and industry practice on that matter, is reasonably necessary and appropriate to and consistent with the services contemplated by this Agreement, BNY Mellon will have no does not require deviation from PNC’s then-current policies and procedures, is not in conflict or inconsistent with any law, rule, regulation, order or legal process of any nature or any provision of this Agreement, and does not subject PNC to a liability or obligation not contemplated by this Agreement, including without limitation unreimbursed costs and expenses, increases in required resources, regulatory sanction or criticism, or civil or criminal action. PNC may decline to take any action hereunder unless and until it receives act on Instructions issued that do not in its reasonable judgment conform to the foregoing. As a condition to acting in accordance with particular Instructions, PNC may require that the Fund or any third parties affected by Instructions, provide indemnification in addition to any that may be provided for in this AgreementAgreement and agree to other appropriate terms and conditions.
(b) Customer will PNC shall be responsible for ensuring entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person, or from a person PNC reasonably believes to be an Authorized Person, pursuant to this Agreement. PNC may assume that (i) only Authorized Persons issue any Oral Instruction or Written Instruction received pursuant to this Agreement is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund’s Board of Directors or of the Fund’s shareholders, unless and until PNC receives Written Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructionscontrary.
(c) Where Customer may or is required to issue InstructionsPNC may, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion discretion, decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions as authorization to act or not act with respect to a particular matter and may require Written Instructions before acting or not acting on behalf of the Fund with respect to any matter. In the event PNC accepts Oral Instructions, BNY Mellon may in certain limited circumstances accept the Fund agrees as a condition to PNC’s acceptance of the Oral Instructions, to deliver to PNC, for receipt by 5:00 p.m. on the same business day as the day the Oral Instructions were given, Written Instructions which confirm the Oral Instructions. In such event, such the event Written Instructions confirming Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoingare received late, Customer agrees that the fact that such written confirmation is not received by BNY Mellonare never received, or that such written confirmation contradicts fail to contain terms which confirm the Oral InstructionInstructions in all material respects, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or validity, authorization and enforceability of the Oral Instructions, all actions, transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed nonactions occurring as a result of the protections Oral Instructions, and risks associated with PNC’s ability to rely on the various methods of transmitting Oral Instructions to BNY Mellon and that there may shall not be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security proceduresabridged, if anyabrogated, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection nullified or adversely impacted in light of its particular needs and circumstancesany manner.
Appears in 1 contract
Sources: Transfer Agency Services Agreement (Spirit of America Investment Fund Inc)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person. Other than Oral Instructions, Instructions may be in the form of standing Instructions.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY MellonBNY.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY MellonBNY’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY MellonBNY’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY MellonBNY’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonBNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY MellonBNY’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonBNY.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Custody Agreement (MoA Funds Corp)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions; provided that, after the execution of this Agreement or as soon as practicable thereafter, BNY Mellon shall promptly inform Customer of such required information, methods, cut-off times and other applicable timing requirements.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction (unless such written confirmation is received in reasonably sufficient time for BNY Mellon to override the Oral Instruction), will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions; provided that, after the execution of this Agreement or as soon as practicable thereafter, BNY Mellon shall make available to Customer such required information, methods, cut-off times and other applicable timing requirements.
(f) BNY Mellon may may, in its sole discretion discretion, decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Custody Agreement (KKR Real Estate Select Trust Inc.)
Instructions. 1. This form is authorized for use when a bid guaranty is required. Any deviation from this form will require the written approval of the Administrator of General Services.
2. Insert the full legal name and business address of the Principal in the space designated "Principal" on the face of the form. An authorized person shall sign the bond. Any person signing in a representative capacity (e.g., an attorney-in-fact) must furnish evidence of authority if that representative is not a member of the firm, partnership, or joint venture, or an officer of the corporation involved.
3. The bond may express penal sum as a percentage of the bid price. In these cases, the bond may state a maximum dollar limitation (e.g., 20% of the bid price but the amount not to exceed dollars).
(a) Except Corporations executing the bond as otherwise expressly provided in this Agreementsureties must appear on the Department of the Treasury's list of approved sureties and must act within the limitations listed therein. The value put into the LIABILITY LIMIT block is the penal sum (i.e., BNY Mellon will have no obligation to take any action hereunder the face value) of the bond, unless and until it receives Instructions issued in accordance with this Agreementa co-surety arrangement is proposed.
(b) Customer will be responsible for ensuring When multiple corporate sureties are involved, their names and addresses shall appear in the spaces (Surety A, Surety B, etc.) headed "CORPORATE SURETY(IES)." In the space designated "SURETY(IES)" on the face of the form, insert only the letter identifier corresponding to each of the sureties. Moreover, when co-surety arrangements exist, the parties may allocate their respective limitations of liability under the bond, provided that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance sum total of Instructionstheir liability equals 100% of the bond penal sum.
(c) Where Customer When individual sureties are involved, a completed Affidavit of Individual Surety (Standard Form 28) for each individual surety, shall accompany the bond. The Government may or is required require the surety to issue Instructions, such Instructions will be issued by an Authorized Personfurnish additional substantiating information concerning its financial capability.
(d) BNY Mellon will be entitled to deal with 5. Corporations executing the bond shall affix their corporate seals. Individuals shall execute the bond opposite the word "Corporate Seal"; and shall affix an adhesive seal if executed in Maine, New Hampshire, or any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellonother jurisdiction requiring adhesive seals.
(e) All Instructions must include all information necessary, 6. Type the name and must be delivered using such methods and title of each person signing this bond in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructionsthe space provided.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions7. In such eventits application to negotiated contracts, such Oral Instructions will be deemed to be Instructions for purposes of this Agreementthe terms "bid" and "bidder" shall include "proposal" and "offeror." STANDARD FORM 24 (REV. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing8/2016) BACK This contract incorporates one or more clauses by reference, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods same force and effect as if they were given in full text. The full text of transmitting Instructions to BNY Mellon and that there a clause may be more secure methods accessed electronically at this address: ▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇/ (End of transmitting Instructions than the method selected by the sender. Customer agrees that the security proceduresClause) 52.202-1 DEFINITIONS Nov-13 52.203-3 GRATUITIES Apr-84 52.203-5 COVENANT AGAINST CONTINGENT FEES May-14 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT Sep-06 52.203-7 ANTI-KICKBACK PROCEDURES May-14 52.203-8 CANCEL & RECOVER OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY May-14 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY May-14 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS Sep-07 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS Oct-10 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT Oct-15 52.203-14 DISPLAY OF HOTLINE POSTER(S) Oct-15 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER May-11 52.204-7 SYSTEM FOR AWARD MANAGEMENT Oct-18 Contractor Mandatory Internet Data Input 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS Oct-18 Contractor Mandatory Internet Data Input 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE Oct-18 Contractor Mandatory Internet Data Input 52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS Oct-16 Contractor Mandatory Internet Data Input 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING Jul-15 52.204-17 OWNERSHIP OR CONTROL OF OFFEROR Oct-16 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE Jul-16 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS Dec-14 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS Jun-16 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, if anySUSPENDED OR PROPOSED FOR DEBARMENT Oct-15 52.209-11 REPRESENTATION BY CORPORATIONS REGARDING DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW Feb-16 52.214-5 SUBMISSION OF BIDS Mar-97 52.214-19 CONTRACT AWARD -- SEALED BIDDING-CONSTRUCTION Aug-96 52.214-26 ALT 1 AUDIT AND RECORDS -- SEALED BIDDING (ALT 1 - (MAR 09)) Oct-10 52.214-27 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA - MODIFICATIONS - SEALED BIDDING Aug-11 52.214-28 SUBCONTRACTOR COST OR PRICE DATA -- MODIFICATIONS--SEALED BIDDING Oct-10 52.214-29 ORDER OF PRECEDENCE - SEALED BIDDING Jan-86 52.214-34 SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE Apr-91 52.214-35 SUBMISSION OF OFFERS IN THE U.S. CURRENCY Apr-91 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE Mar-20 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS Oct-18 52.219-9 ALT 1 SMALL BUSINESS SUBCONTRACTING PLAN (ALT 1 - (Nov 16)) Jan-17 Large Business Mandatory Submittal Requirement 52.219-14 LIMITATIONS ON SUBCONTRACTING Mar-20 52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN Jan-99 52.219-31 NOTICE OF SMALL BUSINESS RESERVE Mar-20 52.219-32 ORDERS ISSUED DIRECTLY UNDER SMALL BUSINESS RESERVES Mar-20 52.219-33 NONMANUFACTURER RULE Mar-20 52.222-3 CONVICT LABOR Jun-03 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS -- OVERTIME COMPENSATION May-18 52.222-5 CONSTRUCTION WAGE RATE REQUIREMENTS - SECONDARY SITE OF THE WORK May-14 52.222-6 CONSTRUCTION WAGE RATE REQUIREMENTS Aug-18 Contractor Mandatory Wage Rates Posting 52.222-7 WITHHOLDING OF FUNDS May-14 52.222-8 PAYROLLS AND BASIC RECORDS Aug-18 Contractor Weekly Payroll Submittals 52.222-9 APPRENTICES AND TRAINEES Jul-05 52.222-10 COMPLIANCE WITH ▇▇▇▇▇▇▇▇ ACT REQUIREMENTS Feb-88 52.222-11 SUBCONTRACTS (LABOR STANDARDS) May-14 52.222-12 CONTRACT TERMINATION -- DEBARMENT May-14 52.222-13 COMPLIANCE WITH CONSTRUCTION WAGE RATE REQUIREMENTS AND RELATED REGULATIONS May-14 52.222-14 DISPUTES CONCERNING LABOR STANDARDS Feb-88 52.222-15 CERTIFICATION OF ELIGIBILITY May-14 52.222-19 CHILD LABOR - COOPERATION WITH AUTHORITIES AND REMEDIES Mar-20 52.222-21 PROHIBITION OF SEGREGATED FACILITIES Feb-99 52.222-26 EQUAL OPPORTUNITY Sep-16 52.222-27 AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS FOR CONSTRUCTION Apr-15 52.222-32 CONSTRUCTION WAGE RATE REQUIREMENTS - PRICE ADJUSTMENT (ACTUAL METHOD) Aug-18 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesVETERANS OF THE VIETNAM ERA, & OTHER ELIGIBLE VETERANS Oct-15 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES Jul-14 52.222-37 EMPLOYMENT REPORTS ON VERTERANS Feb-16 52.222-38 COMPLIANCE WITH VETERANS' EMPLOYMENT REPORTING REQUIREMENTS Feb-16 Contractor Annual Mandatory Reporting Requirement 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT Mar-15 52.222-50 COMBATING TRAFFICKING IN PERSONS Jan-19 52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 DATE 52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 Jan-17 52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRAC Sep-13 ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ 52.223-5 POLLUTION PREVENTION AND RIGHT TO KNOW INFORMATION May-11 52.223-6 DRUG-FREE WORKPLACE May-01 Contractor Annual Contractor Reporting Reqt 52.223-10 WASTE REDUCTION PROGRAM May-11 52.223-17 AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS Aug-18 Mandatory 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING Aug-11 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES Jun-08 52.227-1 AUTHORIZATION AND CONSENT Dec-07 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT Dec-07 52.227-4 PATENT INDEMNITY-CONSTRUCTION CONTRACTS Dec-07 52.227-14 RIGHTS IN DATA - GENERAL May-14 52.227-17 RIGHTS IN DATA - SPECIAL WORKS Dec-07 52.228-1 BID GUARANTEE Sep-96 52.228-2 ADDITION BOND SECURITY Oct-97 Contractor Submittal Requirement 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION Jan-97 52.228-11 PLEDGES OF ASSETS Aug-18 52.228-12 PROSPECTIVE SUBCONTRACTOR REQUESTS FOR BONDS May-14 52.228-14 IRREVOCABLE LETTER OF CREDIT Nov-14 Contractor Submittal Requirement 52.228-15 PERFORMANCE AND PAYMENT BONDS - CONSTRUCTION Oct-10 52.229-2 NORTH CAROLINA STATE AND LOCAL SALES AND USE TAX Apr-84 52.229-3 FEDERAL, STATE, AND LOCAL TAXES Feb-13 52.230-2 COST ACCOUNTING STANDARDS Oct-15 52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES Oct-15 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS Jun-10 Contractor Submittal Requirement 52.232-5 PAYMENTS UNDER FIXED-PRICE CONSTRUCTION CONTRACTS May-14 52.232-13 NOTICE OF PROGRESS PAYMENTS Apr-84 52.232-16 PROGRESS PAYMENT Apr-12 52.232-17 INTEREST May-14 52.232-18 AVAILABILITY OF FUNDS Apr-84 52.232-23 ASSIGNMENT OF CLAIMS May-14 52.232-27 PROMPT PAYMENT FOR CONSTRUCTION CONTRACTS Jan-17 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD MANAGEMENT Oct-18 52.232-39 UNINFORCEABILITY OF UNAUTHORIZED OBLIGATIONS Jun-13
Appears in 1 contract
Sources: Contract
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme reasonable care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions; provided that, after the execution of this Agreement or as soon as practicable thereafter, BNY Mellon shall make available to Customer such required information, methods, cut- off times and other applicable timing requirements.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Custody Agreement (Versus Capital Infrastructure Income Fund)
Instructions. (a) Except In an emergency (at the Agent’s discretion), Instructions may be given by telephone, but any such Instructions must be confirmed in writing by 5pm London time on the following Business Day. For the avoidance of doubt, it is noted that all oral Instructions shall be given at the Issuer’s sole risk, and the Agent shall not be held liable for the consequences arising as otherwise expressly provided a result of it misunderstanding any telephone Instructions accepted and acted on in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued good faith whether or not they are confirmed in accordance with this Agreementwriting.
(b) Customer will To ensure that the Agent carries out Instructions accurately, to help the Agent to continually improve its services and in the interests of security, the Agent may monitor and/or record telephone conversations between the Agent and the other parties. All recordings are the Agent’s sole property and may be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructionsevidence.
(c) Where Customer Subject to such security arrangements as may be agreed in writing between the Agent and the Issuer or is required to issue the Note Trustee (as the case may be), Instructions may be given by facsimile at the Issuer’s sole risk, and the Agent shall not be held liable for the consequences arising as a result of acting in good faith in accordance with such Instructions, such Instructions will be issued by an Authorized Personwhere it appears to the Agent that they have been made with the full authority of the Issuer or the Note Trustee (as the case may be).
(d) BNY Mellon will be entitled to deal with Notwithstanding anything in this Agreement, the Agent may, without any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.liability on its part:
(ei) All act on what the Agent reasonably believes such Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.mean;
(fii) BNY Mellon may in its sole discretion decline to act upon on Instructions where to do so would, in the reasonable opinion of the Agent, involve the Agent in acting contrary to any FCA Rules or other legal duty of the Agent, provided that in any case where the Agent declines to act on Instructions, the Agent will notify the Issuer or the Note Trustee (as the case may be) of such decision as soon as reasonably practicable provided that to do so would not be a breach of statutory or regulatory requirements or any binding confidentiality agreements;
(iii) in its absolute discretion (but with no duty to do so), decline to act on Instructions that do where such Instructions are not comply with requirements set forth of the nature or in Section 3.2(ethe form customarily used by the Issuer or the Note Trustee (as the case may be) or that and are not in writing, are incomplete, unclear, ambiguous and/or in conflict with applicable law other Instructions received by the Agent or regulations are believed by the Agent on reasonable grounds to have been inaccurately transmitted or BNY Mellon’s operating policies and practicesnot to be genuine, provided that in any case where the Agent declines to act on Instructions, the Agent will notify the Issuer or the Note Trustee (as the case may be) of such decision as soon as reasonably practicable provided that to do so would not be a breach of statutory or regulatory requirements or any binding confidentiality agreements;
(iv) in its absolute discretion, decline to act on Instructions where to do so would result in an unauthorised overdraft on any cash or bank account maintained by an Agent for the Issuer, provided that in any case where the Agent declines to act on Instructions, the Agent will notify the Issuer or the Note Trustee (as the case may be) of such decision as soon as reasonably practicable provided that to do so would not be a breach of statutory or regulatory requirements or any binding confidentiality agreements; or
(v) decline to act on Instructions to issue or conduct court or other legal proceedings on behalf of the Issuer or in respect of any Collateral, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part the case of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonSecured Notes, or that such written confirmation contradicts Unsecured Collateral, in the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability case of transactions authorized by such Oral Instruction and effected by BNY MellonUnsecured Notes.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Agency Agreement
Instructions. (a) Except “Instructions,” as otherwise expressly provided in such term is used throughout this Agreement, BNY Mellon means a writing signed or initialed by one or more person or persons as the Borrower shall have from time to time authorized (it being understood that the Managing Member and the Credit Administrator shall have the authority to provide such Instructions on behalf of the Borrower as of the date on which the parties hereto are entering this Agreement). Upon receipt by the Custodian of a Notice of Exclusive Control (as defined in the Control Agreement) pursuant to the Control Agreement, the Custodian acknowledges that the Secured Party under the Control Agreement shall have the sole authority to provide Instructions. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be considered Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved; the Borrower (or the Managing Member or Credit Administrator on behalf of the Borrower) shall cause all oral instructions to be confirmed in writing. Instructions may include communications effected directly between electro-mechanical or electronic devices; provided that the Borrower and the Custodian agree to security procedures. For purposes of this Section, Instructions shall include instructions received by the Custodian pursuant to any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Instructions may be standing or continuing instructions. Any Instructions given to the Custodian pursuant to Section 2.7 shall specify the specific amounts of the allocations, payments, amounts, deposits, transfers or withdrawals addressed therein, and such other information as shall be sufficient to enable the Custodian to carry out such Instructions and take the related actions in accordance with the Section 2.7 of this Agreement. The Custodian shall be fully protected in relying exclusively on any of the information set forth in any Instruction delivered to it and shall have no independent obligation to take verify, calculate or recalculate any action hereunder unless and until it receives amount set forth in any such Instructions issued delivered in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection . Concurrently with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes execution of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction , and from time to BNY Mellon in writing. Notwithstanding time thereafter, as appropriate, the foregoingBorrower shall deliver to the Custodian, Customer agrees duly certified by a Responsible Officer of the Managing Member and/or the Credit Administrator, a certificate setting forth: the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Borrower (it being understood that the fact Custodian hereby acknowledges that such written confirmation is not received any incumbency certificate delivered by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed each of the protections and risks associated with Managing Member and/or the various methods of transmitting Instructions to BNY Mellon and that there Credit Administrator on the Closing Date constitutes a certificate meeting the aforementioned requirements). Such certificate may be more secure methods of transmitting Instructions than the method selected accepted and relied upon by the sender. Customer agrees that Custodian as conclusive evidence of the security procedures, if any, facts set forth therein and shall be considered to be followed in full force and effect until receipt by Customer and BNY Mellon with respect the Custodian of a similar certificate to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancescontrary.
Appears in 1 contract
Sources: Custodian Agreement
Instructions. (aA) Except as otherwise expressly The Bank is authorized to rely and act upon instructions ("Instructions") in writing which are signed by persons ("Authorized Persons") named in a list provided in this Agreementto the Bank from time to time, BNY Mellon will have no obligation which list must be certified by the Fund's Secretary or Assistant Secretary and include authenticated specimen signatures of all Authorized Persons. Such list shall separately designate those Authorized Persons who may authorize the withdrawal of the Securities free of payment, those Authorized Persons who may authorize the unconditional transfer of funds, and those Authorized Persons who may give Instructions by electronic access.
(B) The Fund agrees that the Bank is authorized to take any action hereunder unless rely and until it receives act upon such Instructions issued in accordance with this AgreementSection 10 and the Funds Transfer Procedures attached hereto and incorporated herein by reference (including each Schedule A) to this Agreement and to debit or credit the applicable account(s) of the Fund accordingly and that such Funds Transfer Procedures and method(s) of transmission are commercially reasonable.
(bC) Customer will The Bank shall be responsible for ensuring that (i) only entitled to rely upon the continued authority of any Authorized Persons issue Person to give Instructions until the Bank receives notice from the Fund to BNY Mellon the contrary; and (ii) all Authorized Persons safeguard and treat with extreme care the Bank shall be entitled to rely upon any user and authorization codes, passwords and authentication keys used Instructions it reasonably believes in connection with the issuance of Instructions.
(c) Where Customer may or is required good faith to issue Instructions, such Instructions will be issued have been given by an Authorized Person.
(dD) BNY Mellon will be entitled The Bank is further authorized to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction Instructions received by BNY Mellonany other means and identified as having
(E) The Fund agrees to be bound by any Instruction, whether or not authorized, given to the Bank in its name and reasonably accepted by the Bank in accordance with the provisions hereof (including but not limited to the Funds Transfer Procedures and Schedule A thereto) and further agrees to indemnify and hold the Bank harmless from and against any loss, liability, claim or expense (including reasonable legal fees and expenses) associated with the Bank's acting upon such Instructions as provided herein, except such as may arise from the Bank's own negligence, bad faith or willful misconduct.
(eF) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon The Fund may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, appoint one or more investment managers ("Investment Managers") with respect to enable BNY Mellon the Custody Account. The Bank is authorized to act upon Instructions received from any Investment Manager to the same extent that the Bank would act upon the Instructions of an Authorized Person, provided that the Bank has received written evidence of the Investment Manager's appointment and written confirmation from the Investment Manager evidencing acceptance of such Instructionsappointment. The Investment Manager shall provide to the Bank from time to time a list of persons authorized to give Instructions on behalf of the Investment Manager. The list must be certified by the Investment Manager's Secretary or Assistant Secretary and include authenticated specimen signatures of such persons.
(fG) BNY Mellon may If the Fund should choose to have telecommunication or other means of electronic access to the Banks reporting system for Property in its sole discretion decline the Custody Account, pursuant to paragraph (E) of Section 5, the Bank is also authorized to rely and act upon any Instructions received by it through a terminal device, provided that do such Instructions are accompanied by code words which the Bank has furnished to the Fund, or an Authorized Person, by any method mutually agreed to in writing by the Bank and the Fund, provided that the Bank has not comply with requirements set forth in Section 3.2(e) been notified by the Fund, or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In any such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing to cease to recognize such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.code words,
Appears in 1 contract
Sources: Custodial Services Agreement (Conestoga Family of Funds)
Instructions. (a) Except The Bank is authorized to rely and act upon written instructions (“Instructions”) which are signed by persons (“Authorized Persons”) named in a list provided to the Bank from time to time, which list must be certified by the Customer’s Secretary or Assistant Secretary and include authenticated specimen signatures of all Authorized Persons. Such list shall separately designate those Authorized Persons who may authorize the withdrawal of Securities free of payment, those Authorized Persons who may authorize the unconditional transfer of funds and those Authorized Persons who may give Instructions by electronic access as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreementhereunder.
(b) The Customer will be responsible for ensuring agrees that the Bank is authorized to rely and act upon such Instructions in accordance with this Section 9 and the Manual Transmission Authorization attached hereto and incorporated herein by reference (iincluding each Manual Transmission Procedures attached thereto) only Authorized Persons issue Instructions to BNY Mellon this Agreement and (iito debit or credit the applicable account(s) all Authorized Persons safeguard of the Customer accordingly and treat with extreme care any user that such Manual Transmission Authorization and authorization codes, passwords and authentication keys used in connection with the issuance method(s) of Instructions.transmission are commercially reasonable,
(c) Where The Bank shall be entitled to rely upon the continued authority of any Authorized Person to give Instructions until the Bank receives notice from the Customer may or is required to issue Instructions, such the contrary; and the Bank shall be entitled to rely upon any Instructions will be issued it reasonably believes in good faith to have been given by an Authorized Person.
(d) BNY Mellon will be entitled The Bank is further authorized to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction Instructions received by BNY Mellonany other means and identified as having been given or authorized by any Authorized Person, regardless of whether such Instructions shall in fact have been authorized or given by any of such Authorized Persons, provided that the Bank and the Customer shall have agreed upon the means of transmission and the method of identification for such Instructions and such means of transmission is actually used. Instructions received by any other means shall include but shall not be limited to verbal Instructions only in connection with delivery against payment or receipt against payment transactions and transfers from one account within a Custody Account to another account within a Custody Account and provided that such verbal Instructions are promptly confirmed in writing by the Customer. Notwithstanding the foregoing in the event that verbal Instructions are not subsequently confirmed in writing as provided above, the Customer agrees to hold the Bank harmless and without liability for any claims or losses in connection with such verbal Instructions except as may arise from the Bank’s own negligence, bad faith or willful misconduct in carrying out the same.
(e) All Instructions must include all information necessaryThe Customer agrees to be bound by any Instruction, whether or not authorized, given to the Bank in its name and must be delivered using such methods accepted by the Bank in accordance with the provisions hereof (including but not limited to the Funds Transfer Procedures and in such format as BNY Mellon may require each Schedule A hereto) and be received within BNY Mellonfurther agrees to indemnify and hold the Bank harmless from and against any loss, liability, claim or expense (including legal fees and expenses) associated with the Bank’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act acting upon such InstructionsInstructions as provided herein, except such as may arise from the Bank’s own negligence, bad faith or willful misconduct.
(f) BNY Mellon The Customer may in its sole discretion decline appoint one or more investment managers (“Investment Managers”) with respect to the Custody Accounts. The Bank is authorized to act upon instructions received from any Investment Manager to the same extent that the Bank would act upon the Instructions of an Authorized Person, provided that do not comply the Bank has received written evidence of the Investment Manager’s appointment, written confirmation from the Investment Manager evidencing his acceptance of such appointment and written certification from the Investment Manager of the names of individuals together with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customerspecimen signatures of those authorized to give instructions hereunder.
(g) If the Customer acknowledges should choose to have telecommunication or other means of electronic access to the Bank’s reporting system for Property in the Custody Accounts, pursuant to paragraph (f) of Section 5, the Bank is also authorized to rely and act upon any Instructions received by it through a terminal device, provided that while it is not part of BNY Mellon’s normal practices and procedures such Instructions are accompanied by code words which the Bank has furnished to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An the Customer or an Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction by any method mutually agreed to BNY Mellon in writing. Notwithstanding by the foregoingBank and the Customer, Customer agrees and provided that the Bank has not been notified by the Customer or any such Authorized Person to cease to recognize such code words, regardless of whether such Instructions shall in fact that such written confirmation is not received by BNY Mellon, have been given or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by the Customer or any such Oral Instruction and effected by BNY MellonAuthorized Person.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Custodial Services Agreement (Dimensional Emerging Markets Value Fund)
Instructions. (aA) Except as otherwise expressly provided The Company understands that all instructions are to be in this Agreementwriting, BNY Mellon will have no obligation directed to take any action hereunder unless Issuing and until it receives Paying Agent’s Agency and Trust Department. Instructions issued in accordance with transmitted through computer terminals (including CIPANA) or by facsimile shall be considered written instructions for the purpose of this Agreement.
(bB) Customer All instructions with respect to the issuance of Notes must be given via computer terminal (including CIPANA) by 1:00 p.m. New York time in order for the Notes to be issued on the same day.
(C) Prepayment instructions and cancellations of a previous issuance instruction will be accepted for book-entry issuances from an Authorized Agent if received by Issuing and Paying Agent by 2:00 p.m. New York time and, in the case of facsimile instructions, only after a confirming telephone call back to another Authorized Agent of the entity which gave the instruction. Regarding ECNs, notice that the Company will not redeem any Notes on the relevant Initial Redemption Date (“as defined in the applicable Extendible Commercial Note Announcement”) must be received in writing by Issuing and Paying Agent by 11:00 a.m., New York time, on such Initial Redemption Date.
(D) If Issuing and Paying Agent acts on any instruction it believes in good faith to have been sent by an Authorized Agent, Issuing and Paying Agent shall not, provided it complies with this Section 6, be responsible for ensuring if that instruction is not an authorized instruction of the Company or is not in the form the Company sent or intended to send (iwhether due to fraud, distortion or otherwise) only Authorized Persons issue Instructions to BNY Mellon and the Company shall indemnify Issuing and Paying Agent against any loss, liability claim or expense (iiincluding reasonable legal fees) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used it may incur in connection with the issuance of Instructionsits acting in accordance with that instruction.
(cE) Where Customer may Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, from the Issuing and will be entitled to act Paying Agent that the Issuing and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may Paying Agent in its sole discretion decline deems to act upon any Instructions that do not comply with requirements set forth contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the encryption technology can be found at Issuing and Paying Agent’s secure website at, or by calling (in Section 3.2(ethe U.S.) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customerat any time.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Commercial Paper Issuing and Paying Agent Agreement (Noble Corp / Switzerland)
Instructions. You – and, if represented by counsel, your attorney – must complete and sign this Form. Signatures may be handwritten or electronic, both of which will carry the full force and effect as an original. If you accurately completed a Plaintiff Fact Sheet (a“PFS”) Except in the MDL Litigation, you may state “See PFS” in response to any question regarding an Affected Field that can be answered by reviewing the PFS or accompanying documents, except that you must complete the following regarding Affected Fields regardless of whether you submitted a PFS: Farm, Tract and Field Numbers; Damage Year(s); whether you have received any money for an Affected Field; and all Benchmark Field information, as described in the Form. A complete Claim Form may be submitted electronically via the Claims Platform at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or via U.S. Mail to the Claims Administrator: Dicamba Soybean Settlement Claims Administrator ▇/▇ ▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Any technical issues regarding the electronic submission must be directed to the Claims Administrator. Claim Forms that are substantially illegible, not properly signed, or otherwise expressly provided incomplete will be rejected. Claim Forms must be submitted with the necessary supporting documents. You may consult the Claims Package checklist on the Claims Platform for a list of required documents for a Complete Claims Package to aid you in collecting and submitting documents. The checklist is only a guide and should not be used as a substitute for reading and understanding the terms of the Settlement Agreement. When you believe that you have submitted all necessary supporting documents, indicate that your Claims Package is complete and ready for evaluation by the Claims Administrator. If the Claims Administrator determines that you are eligible to participate in this Settlement, you should understand that: (1) enrollment in the Process is irrevocable and subjects you to the authority of the persons specified in the Agreement to oversee the Process, including, but not limited to, the Appeals Master and the Claims Administrator; (2) you are releasing claims against the entities and individuals identified in the Release and Incorporation of Settlement, which may not be revoked, rescinded or returned other than as explained in the Agreement; (3) enrollment may terminate any lawsuits that you have brought or could have brought related to the subject matter of the Agreement, BNY Mellon will have and no obligation to take any action hereunder unless Claim may be advanced other than as permitted under the Agreement; and until it receives Instructions issued in accordance with (4) this Agreement.
(b) Customer settlement Process is your sole and exclusive remedy for Claims, and you will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructionsbound by its results.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Master Settlement Agreement
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.. Table of Contents
Appears in 1 contract
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons appropriately safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Custody Agreement (United States 12 Month Natural Gas Fund, LP)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. (aA) Except as otherwise expressly provided The Custodian may, in this Agreementits absolute discretion and without liability on its part, BNY Mellon will have no obligation except for negligence, rely and act upon (and the Client shall be bound by) any Instructions. Instructions shall continue in full force and effect until canceled or superseded; PROVIDED THAT any Instruction canceling or superseding a prior Instruction must be received by the Custodian at a time and in a manner that accords the Custodian a reasonable opportunity to take act upon such Instruction. The Custodian shall be entitled to rely upon the continued authority of any action hereunder unless and Authorized Person to give Instructions until it the Custodian receives Instructions issued in accordance with this Agreementnotice from the Client to the contrary.
(bB) Customer will Instructions shall be responsible governed by and carried out subject to the prevailing laws, Rules, operating procedures and market practice of any relevant stock exchange, Clearance System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours (including applicable cut-off times) and on banking days when the applicable financial markets are open for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructionsbusiness.
(cC) Where Customer may Instructions delivered to the Custodian by telephone or is required to issue Instructionsfacsimile shall be promptly confirmed in writing, by tested telex, SWIFT, letter, the Custodian’s proprietary electronic banking system or as provided in the Service Standards, such Instructions will confirmation shall, where relevant, be issued made by an Authorized Person. However, the Custodian may, in its absolute discretion, rely and act upon telephone or facsimile Instructions before the written confirmation is received.
(dD) BNY Mellon will be entitled The Custodian has offered the Client security procedures for the transmission of Instructions to deal the Custodian (and the Client acknowledges that it has received the same and agrees that the security procedures mutually agreed to by the Client and the Custodian are commercially reasonable). As long as the Custodian acts in compliance with such security procedures and this Section 5, it shall have no further duty to verify the identity or authority of the person giving or confirming, or the genuineness or contents of, any Authorized Person until notified otherwise pursuant Instruction.
(E) The Custodian is authorized to Instructions, and will be entitled to act and rely upon any Instruction Instructions received by BNY Mellon.
(e) All Instructions must include all information necessaryany means, provided that the Custodian and must be delivered using such methods the Client have agreed upon the means of transmission and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon the method of identification for such Instructions.
(fF) BNY Mellon Instructions are to be given in the English language. The Custodian may in its sole reasonable discretion decline to and without any liability on its part, act upon what it reasonably believes in good faith such Instructions to be; notwithstanding any Instructions other provision hereof, the Custodian shall have the right, in its reasonable discretion to refuse to execute any such Instruction that do not comply with requirements set forth the Custodian believes in Section 3.2(e) good faith to be unauthorized or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practiceserroneous, in which event BNY Mellon will promptly the Custodian shall notify Customerthe Client of such refusal and the reasons therefor without undue delay.
(gG) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed The Client agrees to be bound by any Instructions for purposes reasonably believed by the Custodian to be genuine, whether or not authorized, given to the Custodian in the Client’s name and accepted by the Custodian without negligence in accordance with the provisions of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonSection 5.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Global Custodial Services Agreement (Oppenheimer U S Government Trust)
Instructions. (a) Except as Unless otherwise expressly provided in this Agreement, BNY Mellon will have no obligation ICCC ------------ shall act only upon Oral and Written Instructions. ICCC shall be entitled to take rely upon any action hereunder unless Oral and until Written Instruction it receives Instructions issued in accordance with this Agreement.
from an Authorized Person (b) Customer will or from a person reasonably believed by ICCC to be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon this Agreement. ICCC may assume that any Oral or Written Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it hereunder is not part in any way inconsistent with the provisions of BNY Mellon’s normal practices and procedures the Trust's Declaration of Trust, this Agreement, or of any vote, resolution or proceeding of the Trust's Board of Trustees or shareholders. The Trust agrees to accept forward to ICCC Written Instructions confirming Oral Instructions, BNY Mellon may Instructions so that ICCC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by ICCC shall in certain limited circumstances accept no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. In The Trust further agrees that ICCC shall incur no liability to the Trust in acting upon Oral or Written Instructions provided such eventinstructions reasonably appear to have been received from an Authorized Person. If ICCC is in doubt as to any action it should or should not take, such ICCC may request directions or advice, including Oral or Written Instructions, from the Trust. ICCC shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral or Written Instructions will be deemed it receives from the Trust or from counsel and which ICCC believes, in good faith, to be Instructions for purposes consistent with those directions, advice or Oral of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writingWritten Instructions. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in ICCC shall have no way affect obligation (i) BNY Mellon’s reliance on to seek such directions, advice or Oral Instruction or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the validity terms of other provisions of this Agreement, the same is a condition of ICCC's properly taking or enforceability of transactions authorized by not taking such Oral Instruction and effected by BNY Mellonaction.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Transfer Agency Agreement (Deutsche Asset Management)
Instructions. Any person, firm, partnership, corporation or limited liability company (a“Proposer”) Except as otherwise expressly provided must complete this form in full to submit a Proposal to operate this Agreement, BNY Mellon will have no obligation to take any action hereunder unless Vending Machine Concession (the “Concession”) located at designated locations at the Orlando International Airport ("Airport") and until it receives Instructions issued in accordance with this Agreement.
other properties operated by the Greater Orlando Aviation Authority (bthe “Aviation Authority”) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructionsthe Vending Machine Concession Agreement (the “Concession Agreement”) (Volume A, Item II). This Eligibility and will Proposal Form should be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected completed by the sender. Customer agrees that the security proceduresProposer and, if anyunless otherwise directed, to each question shall be followed by Customer and BNY Mellon answered with respect to the transmission and authentication of Instructions provide Proposer. Any Proposal that proposes to Customer a commercially reasonable degree of protection in light sublease or assign all of its particular needs rights under the Concession Agreement, to another person, firm or entity will be considered irregular and circumstancesmay be rejected for such irregularity in the sole discretion of the Aviation Authority. This Eligibility and Proposal Form is provided in a writable format and must be completed, executed and submitted as the original document constituting your Proposal. Please type all information on the form, except signatures. Use additional pages as necessary, and index the responses to correspond to the section designations used in this Eligibility and Proposal Form, and cross reference on the form in the appropriate section where the response is provided. A Proposal will be considered irregular and may be rejected if such irregularity is determined, in the sole discretion of the Aviation Authority, to be a material defect, and if a Proposer does not submit an original Eligibility and Proposal Form, completed and properly executed, including original signatures (including Guarantor, if applicable). Also, in the sole discretion of the Aviation Authority, a Proposal may be rejected if the information provided is incomplete, inconsistent or not responsive, contains conditions, limitations, or unauthorized alternate proposals or fee structures, fails to include required certifications or affidavits, or if a Proposer does not have the financial capability to operate the Concession. If any question or item requested is not applicable to the Proposer or the Proposal, please indicate by inserting “Not Applicable” or “N/A” where applicable. Proposers may attach additional charts, diagrams, tables, drawings, photographs or other materials considered relevant for the completeness or clarity of the Proposal.
Appears in 1 contract
Sources: Vending Machine Concession Agreement
Instructions. (a) Except The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address as otherwise expressly provided in this Agreement, BNY Mellon will shall have no obligation been furnished by the Custodian to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) the Customer will be responsible for ensuring that pursuant to the provisions hereof (i) only Authorized Persons issue in writing (including, without limitation, facsimile transmission and electronic mail) or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions to BNY Mellon in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) all Authorized Persons safeguard which have been transmitted electronically through an electronic or other similar communications system acceptable to the Custodian, (iii) a telephonic or oral communication (promptly confirmed by facsimile or in writing) by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection whose name has been filed with the issuance Custodian or (iv) upon receipt of Instructions.
(c) Where such other form of instructions as the Customer may or is required from time to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled time authorize in writing and which the Custodian has agreed in writing to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writingaccept. Notwithstanding the foregoing, no Instructions may be furnished through an electronic or other similar communication system unless expressly agreed to by the Customer agrees that and the fact that Custodian. Such use authorization may be subject to such written security procedures as the Custodian may reasonably require. Instructions in the form of oral communications shall be confirmed by the Customer as soon as possible in writing in the manner set forth in clause (i) above, but the lack of such confirmation is not received by BNY Mellon, or that any conflict between such written confirmation contradicts and the Oral Instruction, will relevant oral Instruction shall in no way affect (i) BNY Mellon’s any action taken by the Custodian in reliance upon such oral Instructions prior to the Custodian's receipt of such confirmation. Instructions in the form of facsimile transmission shall not be deemed received until confirmed by the Custodian in accordance with the provisions for the giving of notices under Section 26 hereof. The Custodian has the right to record any such oral Instructions, and the Customer hereby consents to such recording. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. All authorized persons as of the date of this Agreement are identified and listed in Exhibit E to this Agreement, which list is subject to change from time to time by Customer on such Oral Instruction or (ii) written notice to the validity or enforceability Custodian. The Custodian shall have the right to assume in the absence of transactions notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by such Oral Instruction and effected by BNY Mellon.
(h) the Customer acknowledges and agrees that it is fully informed of to give the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon in question and that there such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be more secure methods of transmitting Instructions than the method selected furnished by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesproper person or persons as provided above.
Appears in 1 contract
Sources: Custodial Agreement (Oppenheimer Master Loan Fund, LLC)
Instructions. (a) Except You authorize the Bank to accept, and you will be solely responsible for, all Instructions sent to the Bank through the Service. The Bank may rely on such Instructions as otherwise expressly provided if you had given such Instructions in this Agreementa signed and written document, BNY Mellon will have no obligation to take whether such Instructions are made by you, or any action hereunder unless other person acting with or without your knowledge or consent and until it receives Instructions issued in accordance with this Agreementwhether made by any means of communication.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue You agree that, aside from any mandatory obligations imposed on the Bank by existing law, the Bank is not under any obligation or duty to verify the identity or authority of the person giving any Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care or the authenticity of any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(fc) BNY Mellon may in In its sole discretion discretion, for any reason, the Bank may decline to act upon act, or delay acting upon, any Instructions that do provided through the Service. The Bank will not comply with requirements set forth incur any liability by reason of acting or failing to act in Section 3.2(e) respect of an Instruction provided through the Service, whether or that conflict with applicable law not the Bank delayed in acting or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures failed to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions act for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellonany legitimate business reason, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction as a result of technical or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks logistical issues associated with the various methods Service.
d) FOR ANY INSTRUCTIONS INVOLVING A CURRENCY OTHER THAN UNITED STATES DOLLARS, THE BANK MAY, AT ITS SOLE DISCRETION, CONVERT SUCH FOREIGN CURRENCY AT THE BANK’S CURRENT RATE OF EXCHANGE AT THE TIME THE INSTRUCTION IS PROCESSED, AS WELL AS APPLYING ANY TRANSACTION FEES ASSOCIATED WITH THE CURRENCY CONVERSION. THE BANK SHALL NOT BE REQUIRED TO COMMUNICATE WITH YOU OR OBTAIN YOUR CONSENT TO DO THIS PRIOR TO PROCESSING THE INSTRUCTION. BEFORE ENTERING INTO ANY TRANSACTION INVOLVING A FOREIGN CURRENCY, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR CHECKING THE BANK’S CURRENT RATE OF EXCHANGE, AND ENSURING THAT YOU AGREE TO SUCH RATE OF EXCHANGE, AND ANY TRANSACTION FEES ASSOCIATED WITH THE CURRENCY CONVERSION.
e) Consistent with the Bank’s Privacy Policy and existing law, The Bank maintains a database containing a record of transmitting Instructions to BNY Mellon your Instructions, and that there may such records will be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer conclusive and BNY Mellon binding on you with respect to any dispute, including any legal proceeding, as conclusive evidence of your Instructions, in the transmission absence of clear and authentication convincing evidence that the Bank’s records are inaccurate. You agree that computer generated or electronic records received or created by the Bank in connection with your use of the Service shall be admissible in a court of law as the Bank’s business records and automatically generated records of a computerized database, and you waive any argument or defense that you may otherwise have as to the admissibility of such records.
f) Instructions made by you are not to be considered as having been received and executed by the Bank until the Bank has actually processed such Instructions.
g) The Bank may require and take up to five (5) or more business days to process a transfer of funds or ▇▇▇▇ payment instructions. The processing of Instructions provide made after 3:00 p.m., United States Eastern Standard Time, on a weekend or holiday, will normally begin or occur the next banking day subsequent to Customer the weekend or holiday.
h) You can cancel or stop a commercially reasonable degree single ▇▇▇▇ payment any time before the payment made on any business day prior to the cut-off time to cancel or stop payment, which is 3:00 p.m., United States Eastern Standard Time, for the payment made the same business day through the use of protection Services. In order to cancel a recurring ▇▇▇▇ payment you must cancel the recurring series before the next scheduled Payment date prior to the cut-off time, which is 3:00 p.m., United States Eastern Standard Time.
i) If you have any questions or concerns about the Service, your Account, or any particular transaction, contact us as soon as you can at ▇▇▇-▇▇▇-▇▇▇▇ for accounts opened in light the New York Region, ▇▇▇-▇▇▇-▇▇▇▇ for accounts opened in the Southern California Region, or ▇▇▇-▇▇▇-▇▇▇▇ for accounts opened in the Northern California Region, to inform the Bank via telephone, or send an email describing the facts and circumstances at issue to ▇▇▇▇@▇▇.▇▇▇▇.▇▇▇.▇▇. You may also write to us at The Industrial and Commercial Bank of its particular needs China (USA) NA, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. If you do not contact the Bank within sixty (60) days from the date of the transaction or query at issue, the Bank may be unable to assist you with your issue and circumstancesyou may be responsible for the payment of any unauthorized charges.
Appears in 1 contract
Sources: Billpay Service Agreement
Instructions. During the Term of this Warranty (a) Except as otherwise expressly provided in defined below), you must keep this AgreementWarranty document (the “Warranty Document”). You must not alter or remove the warranty sticker, BNY Mellon will have no obligation one portion of which was placed on your Product at the time of purchase of this Warranty and another portion which was affixed to take any action hereunder unless the Warranty Document (the “Sticker”). The Warranty Document and until it receives Instructions issued in accordance with the Sticker are an integral part of this Agreement.
(b) Customer Warranty and you will be responsible required to provide these in order for ensuring that (i) only Authorized Persons issue Instructions the Warranty to BNY Mellon be enforceable, as further detailed below. The Warranty Document, including the terms, conditions, limitations and (ii) all Authorized Persons safeguard exclusions, the receipt which contains the price you paid for this Warranty and treat with extreme care the Product identification, constitute the entire agreement and no representation, promise or condition not contained herein shall modify the terms and conditions found herein. What is covered: For any user and authorization codessingle Product covered by this Warranty, passwords and authentication keys used in connection this Warranty provides you with the issuance possibility for a one-time replacement product during the term of Instructions.
(c) Where Customer may or is required to the Warranty coverage outlined below. If we determine, at our sole discretion, that a replacement product cannot be provided, then we will issue Instructionsyou a ▇▇▇▇▇ U-Pull™ gift card for the original purchase price of the Product, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructionsincluding taxes, as indicated on your purchase receipt, and will which can be entitled used at any of our ▇▇▇▇▇ U-Pull™ locations. If we provide you with a replacement product or ▇▇▇▇▇ U-Pull™ gift card under this Warranty, all of our obligations under this Warranty shall be considered to act have been fulfilled in their entirety and rely upon this Warranty shall terminate automatically. If you are provided with a replacement part, you will, however, at the time of delivery to you of the replacement part, be given the option to purchase a separate contract of additional warranty for the provided replacement part. This Warranty does not provide coverage for any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements specifications set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it What is not part covered below. Term of BNY Mellon’s the Warranty coverage: The term of the Warranty means the period for which this Warranty is in force; it begins immediately following the expiration of the free conventional warranty offered by ▇▇▇▇▇ U-Pull™, which ends on the date which is fifteen (15) days following the Date of Purchase outlined in the Transaction summary above, and shall remain in force for a period of ninety (90) days thereafter, unless cancelled, terminated or fulfilled pursuant to the provisions herein (the “Term”). What to do to enforce the Warranty: Visit any of our ▇▇▇▇▇ U-Pull™ locations during normal practices business hours and procedures discuss your interest to accept Oral Instructionshave this Warranty enforced with any of our customer service representatives onsite, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions who will be deemed happy to assist you. At the time of claim, you will be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction required to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated present our customer service representative with the various methods Product which is covered by this Warranty, the Sticker (unaltered or removed), together with this Warranty Document. Failure to present any of transmitting Instructions to BNY Mellon and that there these items may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection result in light of its particular needs and circumstancesthis Warranty being voided.
Appears in 1 contract
Sources: Contract of Additional Warranty
Instructions. (a) Except as otherwise expressly The Custodian, subject to the standard of care provided in Section 11 of this Agreement, BNY Mellon will is entitled to rely and act upon Instructions of any Authorized Person until the Custodian has received notice of any change from the Client and has had a reasonable time to note and implement such change. The Custodian is authorized to rely upon any Instructions received by any means, provided that the Custodian and the Client have no obligation to take any action hereunder unless agreed upon the means of transmission and until it receives Instructions issued in accordance with this Agreement.the method of identification for the Instructions. In particular:
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions The Client, on behalf of a Portfolio, and the Custodian will comply with security procedures designed to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with verify the issuance origination of Instructions.
(cii) Where Customer Subject to the standard of care set forth in Section 11, the Custodian is not responsible for errors or omissions made by the Client or resulting from fraud or the duplication of any Instruction by the Client. The Custodian, following the verification of the origination of an Instruction, may or act on any Instruction by reference to an account number only, even if any account name is required to issue Instructions, such Instructions will be issued by an Authorized Personprovided.
(diii) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to InstructionsThe Custodian, and will be entitled to following verification of the origination of an Instruction, may act and rely upon any on an Instruction received by BNY Mellonif it reasonably believes it contains sufficient information.
(eiv) All The Custodian may decide not to act on an Instruction where it reasonably doubts its contents, authorization, origination or compliance with any security procedures and will promptly notify the Client of its decision.
(v) If the Custodian acts on any Instruction sent manually (including facsimile or telephone), then, if the Custodian complies with the security procedures, the Client, on behalf of a Portfolio, will be responsible for any direct loss the Custodian may incur in connection with that Instruction; provided that the Custodian has satisfied the standard of care provided in Section 11 of this Agreement. The Client, on behalf of a Portfolio, expressly acknowledges that the Client is aware that the use of manual forms of communication to convey Instructions must include all information necessaryincreases the risk of error, security and must privacy issues and fraudulent activities.
(vi) Instructions are to be delivered using such methods and given in such format as BNY Mellon may require and be received the English language.
(vii) The Custodian is obligated to act on Instructions only within BNY Mellon’s established applicable cut-off times on banking days when the Custodian and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructionsthe applicable financial markets are open for business.
(fviii) BNY Mellon In some Securities markets, Securities deliveries and payments therefore may not be or are not customarily made simultaneously. Accordingly, notwithstanding the Client’s Instruction to deliver Securities against payment or to pay for Securities against delivery, the Custodian may make or accept payment for or delivery of Securities at such time and in its sole discretion decline such form and manner as. is in accordance with relevant local law and standard industry custom and practice (1) that the Custodian follows for U.S. mutual fund clients in the relevant market, or (2) that the Custodian follows for financial institution customers generally in the event that the Custodian has no U.S. mutual fund clients in the relevant market, but in all events subject to act upon any Instructions that do not comply with requirements the standard of care set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions11. In such eventaddition, such Oral Instructions Custodian will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated consult with the various methods of transmitting Instructions Client at Client’s request (whether before and/or subsequent to BNY Mellon and Client’s entry into a new market) to describe the practices followed by U.S. mutual fund clients in that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if anymarket, to be followed by Customer and BNY Mellon with respect the extent known to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesCustodian.
Appears in 1 contract
Sources: Global Custodial and Agency Services Agreement (Dimensional ETF Trust)
Instructions. (a) Except The Bank is authorized to rely and act upon written instructions ("Instructions") which are signed by persons ("Authorized Persons") named in a list provided to the Bank from time to time, which list must be certified by the Customer's Secretary or Assistant Secretary and include authenticated specimen signatures of all Authorized Persons. Such list shall separately designate those CITIBANK SECURITIES SERVICES ---------------------------- Authorized Persons who may authorize the withdrawal of Securities free of payment, those Authorized Persons who may authorize the unconditional transfer of funds and those Authorized Persons who may give Instructions by electronic access as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreementhereunder.
(b) The Customer will be responsible for ensuring agrees that the Bank is authorized to rely and act upon such Instructions in accordance with this Section 10 and the Manual Transmission Authorization attached hereto and incorporated herein by reference (iincluding each Manual Transmission Procedures attached thereto) only Authorized Persons issue Instructions to BNY Mellon this Agreement and (iito debit or credit the applicable account(s) all Authorized Persons safeguard of the Customer accordingly and treat with extreme care any user that such Manual Transmission Authorization and authorization codes, passwords and authentication keys used in connection with the issuance method(s) of Instructionstransmission are commercially reasonable.
(c) Where The Bank shall be entitled to rely upon the continued authority of any Authorized Person to give Instructions until the Bank receives notice from the Customer may or is required to issue Instructions, such the contrary; and the Bank shall be entitled to rely upon any Instructions will be issued it believes in good faith to have been given by an Authorized Person.
(d) BNY Mellon will be entitled The Bank is further authorized to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction Instructions received by BNY Mellonany other means and identified as having been given or authorized by any Authorized Person, regardless of whether such Instructions shall in fact have been authorized or given by any of such Authorized Persons, provided that -------- the Bank and the Customer shall have agreed upon the means of transmission and the method of identification for such Instructions. Instructions received by any other means shall include but shall not be limited to verbal Instructions only in connection with delivery against payment or receipt against payment transactions and transfers from one account within the Subcustody Account to another account within the Subcustody Account and provided that such verbal Instructions are promptly confirmed in writing by the Customer. Notwithstanding the foregoing in the event that verbal Instructions are not subsequently confirmed in writing as provided above, the Customer agrees to hold the Bank harmless and without liability for any claims or losses in connection with such verbal Instructions.
(e) All Instructions must include all information necessaryThe Customer agrees to be bound by any Instruction, whether or not authorized, given to the Bank in its name and must be delivered using such methods accepted by the Bank in accordance with the provisions hereof (including but not limited to the Funds Transfer Procedures and in such format as BNY Mellon may require each Schedule A hereto) and be received within BNY Mellon’s established cut-off times further agrees to indemnify and otherwise in sufficient timehold the Bank harmless from and against any loss, to enable BNY Mellon to act liability, claim or expense (including legal fees and expenses) associated with the Bank's acting upon such InstructionsInstructions as provided herein, except such as may arise from the Bank's own negligence, bad faith or willful misconduct.
(f) BNY Mellon The Customer may in its sole discretion decline appoint one or more investment managers ("Investment Managers") with respect to the Custody Account. The Bank is authorized to act upon instructions received from any Investment Manager to the same extent that the Bank would act upon the Instructions of an Authorized Person, provided that do not comply the Bank has received written evidence of the Investment -------- Manager's appointment, written confirmation from the Investment Manager evidencing his acceptance of such appointment and written certification from the Investment Manager of the names of individuals together with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customerspecimen signatures of those authorized to give Instructions hereunder.
(g) If the Customer acknowledges should choose to have telecommunication or other means of electronic access to the Bank's reporting system for Property in the Subcustody Account, pursuant to paragraph (f) of Section 5, the Bank is also authorized to rely and act upon any Instructions received by it through a terminal device, provided that while it is not part of BNY Mellon’s normal practices and procedures such Instructions are accompanied by code words -------- which the Bank has furnished to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An the Customer or an Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction by any method mutually agreed to BNY Mellon in writing. Notwithstanding by the foregoingBank and the Customer, Customer agrees and provided that the -------- Bank has not been notified by the Customer or any such Authorized Person to cease to recognize such code words, regardless of whether such Instructions shall in fact that such written confirmation is not received by BNY Mellon, have been given or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by the Customer or any such Oral Instruction and effected by BNY MellonAuthorized Person.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Subcustodial Services Agreement (Compass Capital Funds\)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an any Authorized Person.
(d) . BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act in accordance with and rely upon any Instruction received by BNY Mellon.
(ed) All Instructions must include all information necessary, and must be delivered using such methods as are described in the definition of “Instructions” and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions).
(fe) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e3.2(d)(d) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(gf) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(hg) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Custody Agreement (WisdomTree Trust)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY MellonBNY.
(e) All Instructions must include all information necessary, necessary and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY MellonBNY’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY MellonBNY’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY MellonBNY’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonBNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY MellonBNY’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonBNY.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. (a) Except as otherwise Unless the terms of this Agreement or PNC’s standard policies and procedures expressly provided provide, in the reasonable discretion of PNC, all requisite details and directions for it to take or omit to take a specific action, PNC may, prior to acting or not acting on a particular matter, require the Fund to provide it with Oral Instructions or Written Instructions with respect to the matter. Whether received from the Fund in response to a such request or otherwise, PNC shall be obligated to act on an Instruction with respect to a particular matter only if in PNC’s reasonable judgment it is consistent with the prevailing commercial and industry practice on that matter, is reasonably necessary and appropriate to and consistent with the services contemplated by this Agreement, BNY Mellon will have no does not require deviation from PNC’s then-current policies and procedures, is not in conflict or inconsistent with any law, rule, regulation, order or legal process of any nature or any provision of this Agreement, and does not subject PNC to a liability or obligation not contemplated by this Agreement, including without limitation unreimbursed costs and expenses, increases in required resources, regulatory sanction or criticism, or civil or criminal action. PNC may decline to take any action hereunder unless and until it receives act on Instructions issued that do not in its reasonable judgment conform to the foregoing. As a condition to acting in accordance with particular Instructions, PNC may require that the Fund or any third parties affected by Instructions, provide indemnification in addition to any that may be provided for in this AgreementAgreement and agree to other appropriate terms and conditions.
(b) Customer will PNC shall be responsible for ensuring entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person, or from a person PNC reasonably believes to be an Authorized Person, pursuant to this Agreement. PNC may assume that (i) only Authorized Persons issue any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund’s Board of Trustees or of the Fund’s shareholders, unless and until PNC receives Written Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructionscontrary.
(c) Where Customer may or is required to issue InstructionsPNC may, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion discretion, decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions as authorization to act or not act with respect to a particular matter and may require Written Instructions before acting or not acting on behalf of the Fund with respect to any matter. In the event PNC accepts Oral Instructions, BNY Mellon may in certain limited circumstances accept the Fund agrees as a condition to PNC’s acceptance of the Oral Instructions, to deliver to PNC, for receipt by 5:00 p.m. on the same business day as the day the Oral Instructions were given, Written Instructions which confirm the Oral Instructions. In such event, such the event Written Instructions confirming Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoingare received late, Customer agrees that the fact that such written confirmation is not received by BNY Mellonare never received, or that such written confirmation contradicts fail to contain terms which confirm the Oral InstructionInstructions in all material respects, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or validity, authorization and enforceability of the Oral Instructions, all actions, transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed nonactions occurring as a result of the protections Oral Instructions, and risks associated with PNC’s ability to rely on the various methods of transmitting Oral Instructions to BNY Mellon and that there may shall not be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security proceduresabridged, if anyabrogated, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection nullified or adversely impacted in light of its particular needs and circumstancesany manner.
Appears in 1 contract
Sources: Transfer Agency Services Agreement (Phoenix Edge Series Fund)
Instructions. Procedures: ------------------------ The Trust acknowledges and agrees that deviations from BISYS' written transfer agent compliance procedures may involve substantial risk of loss. In the event an authorized representative of the Trust requests that an exception be made from any written compliance or transfer agency procedures adopted by BISYS, or adopted by the Trust and approved by BISYS (a) Except as otherwise expressly provided in this Agreementincluding any requirements of the Trust's AML Program), BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon BISYS may in its sole discretion decline determine whether to act upon any Instructions that do not comply with requirements permit such exception. In the event BISYS determines to permit such exception, the same shall become effective when set forth in Section 3.2(ea written instrument executed by an authorized representative of the Trust (other than an employee of BISYS) or and delivered to BISYS (an "Exception"); provided that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
an Exception concerning the requirements of the Trust's AML Program shall be authorized by the Trust's anti-money laundering compliance officer (g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions"AML Compliance Officer"). In such event, such Oral Instructions will An Exception shall be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing remain effective until the relevant instrument expires according to its terms (or if no expiration date is stated, until BISYS receives written notice from the Trust that such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon instrument has been terminated and the Exception is no longer in writingeffect). Notwithstanding any provision of the foregoingAgreement or this Amendment that expressly or by implication provides to the contrary, Customer agrees as long as BISYS acts in good faith and without willful misconduct, BISYS shall have no liability for any loss, liability, expenses or damages to the Trust resulting from the Exception, and the Trust shall indemnify BISYS and hold BISYS harmless from any loss, liability, expenses (including reasonable attorney fees) and damages resulting to BISYS therefrom. The parties may amend any procedures adopted, approved or set forth under the Agreement by mutual written agreement as may be appropriate or practical under the circumstances. BISYS may conclusively assume that any special procedure which has been approved by an executive officer of the fact that such written confirmation is Trust (other than an officer or employee of BISYS) does not received by BNY Mellonconflict with or violate any requirements of the Trust's Declaration of Trust, By-Laws or then-current prospectuses, or that such written confirmation contradicts the Oral Instructionany rule, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction regulation or (ii) the validity or enforceability requirement of transactions authorized by such Oral Instruction and effected by BNY Mellonany regulatory body.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Custody Agreement (Polen Credit Opportunities Fund)
Instructions. (aA) Except Instructions may be transmitted through any electronic medium or system or manually as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless agreed between the Client and until it receives Instructions issued in accordance with this Agreementthe Custodian.
(bB) Customer The Client and the Custodian will comply with applicable security procedures designed to verify the origination of Instructions (the “Procedures”). The Custodian’s sole obligation will be to comply with what is contained in the Procedures to establish the identity or authority of any Authorized Person to send any Instruction. The Custodian is not responsible for errors or omissions made by the Client or resulting from fraud or the duplication of any Instruction by the Client, provided that the Custodian has no actual knowledge of any such error, omission, fraud or duplication. The Custodian may act on any Instruction by reference to an account number only, even if any account name is provided. Following verification of the origination of an Instruction, the Custodian may act on an Instruction if it reasonably believes it contains sufficient information
(C) The Custodian may decide not to act on an Instruction where it reasonably doubts its contents, authorization, origination or compliance with any Procedures and will promptly notify the Client of its decision.
(D) If the Custodian acts on any Instruction requiring manual processing (including facsimile), and, if the Custodian complies with the Procedures, then the Client will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used loss or damage suffered by the Client or the Custodian in connection with that Instruction. The Client expressly acknowledges that the issuance Client is aware that the use of Instructionsmanual forms of communication to convey Instructions increases the risk of error, security and privacy issues and fraudulent activities.
(cE) Where Customer The Custodian may rely on the authority of each Authorized Person to give manual instructions until the Custodian has received notice, acceptable to it of any change from the Client or is required any other Authorized Person and the Custodian has had a reasonable time to issue Instructionsact (after which time it may rely on the change). For these purposes, a “reasonable time” shall not exceed 1 business day following the Custodian’s receipt of such Instructions will be issued by an Authorized Personnotice.
(dF) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled The Custodian is obligated to act and rely upon any Instruction on Instructions only to the extent they are received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established prior to applicable cut-off times on banking days when the Custodian and the applicable financial markets are open for business. Instructions are to be given in the English language unless the Custodian otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) specifies or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it English is not part of BNY Mellon’s normal practices and procedures appropriate in regard to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral any agreed electronic method for sending Instructions. In such eventsome securities markets, such Oral Instructions will securities deliveries and payments therefore may not be deemed to be Instructions for purposes of this Agreementor are not customarily made simultaneously. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Accordingly, notwithstanding the Client’s Instruction to BNY Mellon deliver Securities against payment or to pay for Securities against delivery, the Custodian may make or accept payment for or delivery of securities at such time and in writing. Notwithstanding such form and manner as is in accordance with relevant local law and in accordance with best market practice or customs prevailing in the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellonrelevant market.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Custodial Services Agreement (Dfa Investment Trust Co)
Instructions. Insert/replace the VAR/TOC (aTable of Contents) Except as otherwise expressly provided with the enclosed • Insert the following VAR[s] into the “Variances” section of your Master Agreement: • VAR 2 - Age of Credit Documents for Single-Close Transactions. For whole loan deliveries, any loan-level price adjustments (“LLPAs”) that are referenced in this the Master Agreement, BNY Mellon will have be available no obligation later than 30 days after ▇▇▇▇▇▇ Mae receives the executed Letter Agreement from Lender. Please note Section I, C and V, A.3 of your Mortgage Selling and Servicing Contract, the prefaces and forewords to take any action hereunder unless the Selling Guide and until it receives Instructions issued the Servicing Guide, Part A2-1-01 of the Selling Guide and Part 1-201 of the Servicing Guide, each of which make clear that mortgage loans must be sold in accordance with the applicable mortgage loan purchase requirements of the Selling Guide in effect at the time of delivery (“Loan Purchase Requirements”) and serviced in accordance with the Servicing Guide, each as they have been or may be amended, modified or supplemented by ▇▇▇▇▇▇ ▇▇▇, and as may be further amended by this Master Agreement. The Selling Guide and Servicing Guide are amended periodically through Announcements, Lender Letters, DO/DU Release Notes, Notices, and information posted on ▇▇▇▇▇▇▇▇▇.
▇▇▇ that is incorporated by reference into the Guides. See the Guides for additional information on ▇▇▇▇▇▇ Mae's communications of its Single-Family selling and servicing policies. An amendment to the Selling Guide or Servicing Guide that affects any provision of this Master Agreement or any mortgage loans previously delivered to ▇▇▇▇▇▇ ▇▇▇ (bexcept with respect to Loan Purchase Requirements) Customer will be responsible for ensuring that is effective as of the date specified by ▇▇▇▇▇▇ Mae in the related Announcement, Lender Letter, Notice or other communication, unless ▇▇▇▇▇▇ ▇▇▇ specifically agrees otherwise in a duly authorized written communication. By execution of this Letter Agreement, ▇▇▇▇▇▇ Mae and the Lender agree to and accept the amended terms and conditions as set forth in the attachments to this Letter Agreement. The Lender shall return a dulyexecuted duplicate original of this Letter Agreement to ▇▇▇▇▇▇ ▇▇▇ by the earlier of (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with ten business days after the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes date of this Letter Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) two business days prior to the validity or enforceability of Amendment Effective Date noted above. (Note: Certain transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed may result in Lender's receipt of the protections Letter Agreement on or after the stated Amendment Effective Date. In the event this occurs, Lender must return a duly-executed duplicate original of this Letter Agreement to ▇▇▇▇▇▇ Mae no later than ten business days after the date of this Letter Agreement.) You may return this Letter Agreement to ▇▇▇▇▇▇ ▇▇▇ via facsimile or other means of electronic transmission. You may only accept the Letter Agreement in its entirety in the form sent to you by ▇▇▇▇▇▇ Mae, with no strike-outs, additions, changes, or other modifications, and risks associated with your acceptance may not be subject to any conditions, qualifications, or reservations. The Letter Agreement will be effective upon ▇▇▇▇▇▇ Mae’s execution of the various methods Letter Agreement and ▇▇▇▇▇▇ Mae will send a fully executed copy of transmitting Instructions the Letter Agreement to BNY Mellon and you for your records. NOTE: if you see anything that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, needs to be followed by changed in this Letter Agreement, please give your Customer Account representative a call before you sign the original. Sincerely, By: : /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Assistant Vice President Date: 4/21/2016 Agreed, acknowledged and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesaccepted. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: FVP, Capital Markets Manager Date: 4/21/2016 Email addresses for contract related communications are listed below. Please make additions or corrections as necessary. ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Appears in 1 contract
Sources: Master Agreement (HomeStreet, Inc.)
Instructions. The Contractor shall comply fully with the instructions of this Agreement and the reasonable instructions of the Authorised Officer required to implement its terms. Financial Control The Contractor shall keep accurate books, records and accounts in respect of the Project (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with sound and prudent financial management) and, if requested in writing by NICE, shall (at NICE’s expense) have them certified by a professional firm of auditors. The Contractor shall permit NICE to inspect and take copies of any books, records and accounts that NICE may require in relation to this Agreement.
(b) Customer . If, at NICE’s request, the Contractor undertakes any copying on behalf of NICE, NICE will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon the responsible costs of such copying. For the purpose of: the examination and (ii) all Authorized Persons safeguard and treat with extreme care certification of NICE’s accounts; or any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise examination pursuant to Instructionssection 6(1) of the National Audit Act 1983 or any re-enactment thereof of the economy, efficiency and will be entitled to act effectiveness with which NICE has used its resources; the Controller and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessaryAudit General and NICE or its auditors may examine such documents as he may reasonably require which are owned, held or otherwise within the control of the Contractor and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, the Contractor to enable BNY Mellon to act upon produce such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) oral or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while written explanation as he considers necessary. For the avoidance of doubt it is hereby declared that the carrying out of an examination under Section 6(3)(d) of the National Audit Act 1983 or any re-enactment thereof in relation to the Contractor is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of a function exercisable under this Agreement. An Authorized Person issuing such an Oral Instruction Communication between NICE and Contractor The Contractor shall ensure that all communications with NICE concerning the Project shall only be between the nominated representatives of both Parties, that is, the Authorised Officer, the Administrative Lead and the Senior Lead. The Contractor shall issue NICE with reasonable notice of any meetings of the Clinical Guidelines Technical Support Unit and invite the nominated officer and the Programme Director (the identities of whom will promptly confirm such Oral Instruction be notified to BNY Mellon in writingthe Contractor from time to time) and other NICE staff as NICE deem necessary to attend these meetings. Notwithstanding The Contractor shall attend meetings with NICE and the foregoingClinical Guidelines Technical Support Unit members when NICE, Customer agrees acting reasonably, considers it appropriate. Governance The Contractor shall ensure that the fact that such written confirmation is affairs of the Clinical Guidelines Technical Support Unit as they relate to the performance of the Project are at all times conducted in accordance with sound principles of governance. The Contractor shall consult with NICE when managing or when considering amendments to the membership of the Clinical Guidelines Technical Support Unit and will comply with Clause 9.6 and Clause 18 below. Laws and Regulations The Contractor shall adhere to all laws and regulations relating to the performance of the Project. In particular the Contractor shall adhere to all Health and Safety, employment, and environmental legislation. The Contractor shall comply with the Data Protection Act 1998 (“the DPA”) and any subsequent replacements or amendments for the time being in force. The Contractor shall comply with the eight Data Protection principles set out in the DPA. In particular, the Contractor agrees to comply with the obligations placed on NICE by the seventh data protection principle ("the Seventh Principle") set out in the DPA, including (but not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (iilimited to) the validity or enforceability following: to maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on the NICE by the Seventh Principle; to take reasonable steps to ensure the reliability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed any of the protections Contractor’s employees who have access to Personal Data; only to process Personal Data for and risks associated on behalf of NICE solely in accordance with the various methods instructions of transmitting Instructions to BNY Mellon NICE and that there may be more secure methods of transmitting Instructions than in compliance with this Agreement and the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.DPA; and
Appears in 1 contract
Sources: Agreement for the Supply of Services
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole and reasonable discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. (a) Except as otherwise expressly provided The Holdco Agents and the Opco Agents shall:
(i) unless a contrary indication appears in this AgreementDeed, BNY Mellon will have no obligation the draft Holdco Finance Documents or the Opco Finance Documents, exercise or refrain from exercising any right, power, authority or discretion vested in it as agent in accordance with any instructions given to take it by:
(A) with respect to the HoldCo Agents, the Majority RID Financiers; and
(B) with respect to the Opco Agents, the Majority Opco Financiers;
(ii) not be liable for any action hereunder act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.
(b) Each of the Holdco Agents and the Opco Agents shall be entitled to request instructions, or clarification of any instruction, from the Majority RID Financiers and the Majority Opco Financiers (as applicable) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Holdco Agents and the Opco Agents (as applicable) may refrain from acting unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring any such instructions or clarification that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructionsit has requested.
(c) Where Customer The Holdco Agents and the Opco Agents may refrain from acting in accordance with any instructions of any of Majority RID Financiers or is required to issue Instructionsthe Majority Opco Financiers (as applicable) until it has received any indemnification that it may in its discretion require for any cost, such Instructions will be issued by an Authorized Personloss or liability which it may incur in complying with those instructions.
(d) BNY Mellon will In the absence of instructions, the Holdco Agents and the Opco Agents (as applicable) may act (or refrain from acting) as it considers to be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellonin the best interest of the Original Financiers or the Opco Financiers (as applicable).
(e) All Instructions must include all information necessary, The Holdco Agents and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon the Opco Agents are not authorised to act upon such Instructionson behalf of an Original Financier or an Opco Financier (without first obtaining that Original Financier’s or Opco Financier’s consent (as applicable)) in any legal or arbitration proceedings relating to this Deed or any Restructuring Document.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Restructuring Implementation Deed
Instructions. (a) Except as Unless otherwise expressly provided in this AgreementAppendix, BNY Mellon will have no obligation ICCC shall act only upon Oral and Written Instructions. ICCC shall be entitled to take rely upon any action hereunder unless Oral and until Written Instruction it receives Instructions issued in accordance with this Agreement.
from an Authorized Person (b) Customer will or from a person reasonably believed by ICCC to be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon this Agreement. ICCC may assume that any Oral or Written Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it hereunder is not part in any way inconsistent with the provisions of BNY Mellon’s normal practices and procedures the Fund's Declaration of Trust, the Master Services Agreement, or any Appendix attached thereto, or of any vote, resolution or proceeding of the Fund's Board of Trustees or shareholders. The Fund agrees to accept forward to ICCC Written Instructions confirming Oral Instructions, BNY Mellon may Instructions so that ICCC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by ICCC shall in certain limited circumstances accept no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. In The Fund further agrees that ICCC shall incur no liability to the Fund in acting upon Oral or Written Instructions provided such eventinstructions reasonably appear to have been received from an Authorized Person. If ICCC is in doubt as to any action it should or should not take, such ICCC may request directions or advice, including Oral or Written Instructions, from the Fund. ICCC shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral or Written Instructions will be deemed it receives from the Fund or from counsel and which ICCC believes, in good faith, to be Instructions for purposes consistent with those directions, advice or Oral of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writingWritten Instructions. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in ICCC shall have no way affect obligation (i) BNY Mellon’s reliance on to seek such directions, advice or Oral Instruction or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the validity terms of other provisions of this Appendix, the same is a condition of ICCC's properly taking or enforceability of transactions authorized by not taking such Oral Instruction and effected by BNY Mellonaction.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. 1. This form is authorized for use when a bid guaranty is required. Any deviation from this form will require the written approval of the Administrator of General Services.
2. Insert the full legal name and business address of the Principal in the space designated "Principal" on the face of the form. An authorized person shall sign the bond. Any person signing in a representative capacity (e.g., an attorney-in-fact) must furnish evidence of authority if that representative is not a member of the firm, partnership, or joint venture, or an officer of the corporation involved.
3. The bond may express penal sum as a percentage of the bid price. In these cases, the bond may state a maximum dollar limitation (e.g., 20% of the bid price but the amount not to exceed dollars).
(a) Except Corporations executing the bond as otherwise expressly provided in this Agreementsureties must appear on the Department of the Treasury's list of approved sureties and must act within the limitations listed therein. The value put into the LIABILITY LIMIT block is the penal sum (i.e., BNY Mellon will have no obligation to take any action hereunder the face value) of the bond, unless and until it receives Instructions issued in accordance with this Agreementa co-surety arrangement is proposed.
(b) Customer will be responsible for ensuring When multiple corporate sureties are involved, their names and addresses shall appear in the spaces (Surety A, Surety B, etc.) headed "CORPORATE SURETY(IES)." In the space designated "SURETY(IES)" on the face of the form, insert only the letter identifier corresponding to each of the sureties. Moreover, when co-surety arrangements exist, the parties may allocate their respective limitations of liability under the bond, provided that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance sum total of Instructionstheir liability equals 100% of the bond penal sum.
(c) Where Customer When individual sureties are involved, a completed Affidavit of Individual Surety (Standard Form 28) for each individual surety, shall accompany the bond. The Government may or is required require the surety to issue Instructions, such Instructions will be issued by an Authorized Personfurnish additional substantiating information concerning its financial capability.
(d) BNY Mellon will be entitled to deal with 5. Corporations executing the bond shall affix their corporate seals. Individuals shall execute the bond opposite the word "Corporate Seal"; and shall affix an adhesive seal if executed in Maine, New Hampshire, or any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellonother jurisdiction requiring adhesive seals.
(e) All Instructions must include all information necessary, 6. Type the name and must be delivered using such methods and title of each person signing this bond in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructionsthe space provided.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions7. In such eventits application to negotiated contracts, such Oral Instructions will be deemed to be Instructions for purposes of this Agreementthe terms "bid" and "bidder" shall include "proposal" and "offeror." STANDARD FORM 24 (REV. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing8/2016) BACK SECTION B-SCHEDULE OF PRICES Item No. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect Supplies/Services Quantity Unit Unit Price Amount 0001 New Speed Reducers (iRight Angle Gearboxes) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction - Supply 1 JOB 0002 Mobilization/Demobilization 1 JOB 0003 F.S.I. Barriers - Supply 2 EA 0004 Dewatering Pump Station Intake • Trash Screen Removal & Re- installation • Divers • F.S.I. Barrier Installation & Removal • Sump Pumps • Materials 1 JOB 0005 Pump Unit #2 & #3 Final Repairs • Pump Column Removal • Transport • Inspection • New Speed Reducer Pedestals • New Solid Shafts • New Bearings • Materials • Shop Testing & Alignment • Transport • Installation • Electrical Work • Engine Pedestal Repairs • Alignment Work • Materials • Pump Monitoring & Controls Repair Work • Diesel Engines #2 & #3 Oil Changes w/ Oil Sample Analysis • Pump Test & Vibration Reading • Training 1 JOB 0006 Pump Unit #2 Inspection Report and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.Findings 1 JOB 0007 Pump Unit #1 & #4 Final Repairs • Pump Column Removal • Transport • Inspection • New Speed Reducer Pedestals • New Solid Shafts • New Bearings • Materials • Shop Testing & Alignment 1 JOB • Transport • Installation • Electrical Work • Engine Pedestal Repairs • Alignment Work • Materials • Pump Monitoring & Controls Repair Work • Diesel Engines #1 & #4 Oil Changes w/ Oil Sample Analysis • Pump Test & Vibration Reading • Training 0008 Spare Parts 1 JOB 0009 Material Disposal 1 JOB 0010 Final Report & As Built Drawings • Shop Inspection Reports & Findings • Alignment & Installation Tolerance Verifications • Engine & Speed Reducer Bolt Torque Values • Pump Test & Vibration Reports 1 JOB Total Amount:
Appears in 1 contract
Sources: Contract
Instructions. (a) The Sub-Adviser is authorized to rely on, may act on and treat as fully authorized by the Adviser, any instruction or communication which purports to have been given in writing (and which is accepted by the Sub-Adviser in good faith as having been given) by or on behalf of the persons notified by the Adviser from time to time to the Sub-Adviser as being authorized to instruct it in respect of the Fund and, by whatever means transmitted, unless the Sub-Adviser shall have received written notice to the contrary, whether or not the authority of such person shall have been terminated. Except as otherwise expressly provided in under this Section 20 of this Agreement, BNY Mellon the Sub-Adviser shall be under no duty whatsoever to verify the identity of persons giving facsimile or other instructions and the Adviser indemnifies the Sub-Adviser against all liabilities, actions, proceedings, claims, losses and expenses arising out of or in connection with, whether directly or indirectly, the acceptance of facsimile or other instructions by the Sub-Adviser and upon which the Sub-Adviser is authorized to rely unless such acceptance results from or constitutes gross negligence or willful misconduct by the Sub-Adviser. The Sub-Adviser and its associates will have no obligation employ commercially reasonable procedures to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring endeavor to confirm that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codesthe Adviser's instructions are genuine, passwords and authentication keys used which may include but is not limited to, the use of voice recording procedures, in connection with all communications. The Adviser shall forward to the issuance Sub-Adviser a list of Instructionsspecimen signatures of authorized persons and shall notify the Sub-Adviser of any changes to the list immediately.
(b) The Sub-Adviser will acknowledge instructions from the Adviser by acting upon them but the Sub-Adviser may refuse to comply with any instructions received from the Adviser if, in the Sub-Adviser's opinion or that of its legal advisors, compliance with such instructions would contravene any applicable regulations, including but not limited to the FSA rules. In such circumstances the Sub-Adviser will promptly notify the Adviser and the appropriate regulatory agency, in writing.
c) Where Customer the Adviser has agreed that e-mail communications, information, advice and valuations may or be provided to the Adviser via the Internet, the Adviser acknowledges that the Internet is required to issue Instructions, such Instructions not a secure medium for communication of sensitive information. Communication is therefore at the Adviser's own risk. The Sub-Adviser will not be issued liable for any breach of confidentiality which may arise from the communication being accessed by an Authorized Person.
(d) BNY Mellon will unauthorized third party. Where the Sub-Adviser has agreed that certain communications required from the Adviser may be entitled provided to deal with any Authorized Person until notified otherwise pursuant to Instructionsthe Sub-Adviser via the Internet, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cutthe Sub-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer Adviser acknowledges that while it the Internet is not part a secure medium for communication of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon sensitive information. Communication is therefore at the Sub- Adviser's own risk. The Adviser will not be liable for any breach of confidentiality which may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such arise from the communication being accessed by an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellonunauthorized third party.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation Whenever BISYS is requested or authorized to take any action hereunder unless and until it receives Instructions issued pursuant to instructions from a shareholder, or a properly authorized agent of a shareholder ("shareholder's agent"), concerning an account in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codesa Fund, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will BISYS shall be entitled to deal with rely upon any Authorized Person until notified otherwise pursuant certificate, letter or other instrument or communication, believed by BISYS to Instructionsbe genuine and to have been properly made, signed or authorized by an officer or other authorized agent of the Trust or by the shareholder or shareholder's agent, as the case may be, and will shall be entitled to act receive as conclusive proof of any fact or matter required to be ascertained by it hereunder a certificate signed by an officer of the Trust or any other person authorized by the Trust's Board of Trustees or by the shareholder or shareholder's agent, as the case may be. As to the services to be provided hereunder, BISYS may rely conclusively upon the terms of the Prospectuses and rely upon Statement of Additional Information of the Trust relating to the Funds to the extent that such services are described therein unless BISYS receives written instructions to the contrary in a timely manner from the Trust. The parties hereto may amend any Instruction received procedures adopted, approved or set forth herein by BNY Mellon.
(e) All Instructions must include all information necessarywritten agreement as may be appropriate or practical under the circumstances, and must BISYS may conclusively assume that any special procedure which has been approved by an executive officer of the Trust (other than an officer or employee of BISYS) does not conflict with or violate any requirements of the Trust's Declaration of Trust, By-Laws or then-current prospectuses, or any rule, regulation or requirement of any regulatory body. The Trust acknowledges receipt of a copy of BISYS' policy related to the acceptance of trades for prior day processing (the "BISYS As-Of Trading Policy"). BISYS may amend the BISYS As-of Trading Policy from time to time in its sole discretion. A copy of any such amendments shall be delivered using to the Trust upon request. BISYS may apply the BISYS As-Of Trading Policy whenever applicable, unless BISYS agrees in writing to process trades according to such methods other as-of trading policy as may be adopted by the Trust and in such format as BNY Mellon furnished to BISYS by the Trust. The Trust acknowledges and agrees that deviations from BISYS' written transfer agent compliance procedures may require and involve a substantial risk of loss. In the event an authorized representative of the Trust requests that an exception be received within BNY Mellon’s established cut-off times and otherwise in sufficient timemade from any written compliance or transfer agency procedures adopted by BISYS, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon or any requirements of the AML Program, BISYS may in its sole discretion decline determine whether to act upon any Instructions that do not comply with requirements permit such exception. In the event BISYS determines to permit such exception, the same shall become effective when set forth in a written instrument executed by an authorized representative of the Trust (other than an employee of BISYS) and delivered to BISYS (an "Exception"); provided that an Exception concerning the requirements of the Trust's AML Program shall be authorized by the Trust's AML Compliance Officer (as defined in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions15). In such event, such Oral Instructions will An Exception shall be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing remain effective until the relevant instrument expires according to its terms (or if no expiration date is stated, until BISYS receives written notice from the Trust that such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon instrument has been terminated and the Exception is no longer in writingeffect). Notwithstanding the foregoing, Customer agrees any provision in this Agreement that the fact that such written confirmation is not received expressly or by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect implication provides to the transmission contrary, as long as BISYS acts in good faith, BISYS shall have no liability for any loss, liability, expenses or damages to the Trust resulting from the Exception, and authentication of Instructions provide the Trust shall indemnify BISYS and hold BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages resulting to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.BISYS
Appears in 1 contract
Sources: Transfer Agency Agreement (American Performance Funds)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an any Authorized Person.
(d) . BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act in accordance with and rely upon any Instruction received by BNY MellonBNY.
(ed) All Instructions must include all information necessary, and must be delivered using such methods as are described in the definition of “Instructions” and in such format as BNY Mellon may reasonably require and be received within BNY MellonBNY’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions).
(fe) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e3.2(d) or that conflict with applicable law or regulations or BNY MellonBNY’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(gf) Customer acknowledges that while it is not part of BNY MellonBNY’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonBNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY MellonBNY’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonBNY.
(hg) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods as are described in the definition of “Instructions” and in such format as BNY Mellon may reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer to the extent permitted by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY MellonBNY.
(e) All Instructions must include all information necessary, and must be delivered using such methods as described in the definition of “Instructions” and in such format as BNY Mellon may require and be received within BNY MellonBNY’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY MellonBNY’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY MellonBNY’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonBNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY MellonBNY’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY MellonBNY.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Custody Agreement (Tidal Trust IV)
Instructions. (a) Except The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address as otherwise expressly provided in this Agreement, BNY Mellon will shall have no obligation been furnished by the Custodian to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) the Customer will be responsible for ensuring that pursuant to the provisions hereof (i) only Authorized Persons issue in writing (including, without limitation, facsimile transmission and electronic mail) or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions to BNY Mellon in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) all Authorized Persons safeguard which have been transmitted electronically through an electronic or other similar communications system acceptable to the Custodian, (iii) a telephonic or oral communication (promptly confirmed by facsimile or in writing) by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection whose name has been filed with the issuance Custodian or (iv) upon receipt of Instructions.
(c) Where such other form of instructions as the Customer may or is required from time to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled time authorize in writing and which the Custodian has agreed in writing to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writingaccept. Notwithstanding the foregoing, no Instructions may be furnished through an electronic or other similar communication system unless expressly agreed to by the Customer agrees that and the fact that Custodian. Such use authorization may be subject to such written security procedures as the Custodian may reasonably require. Instructions in the form of oral communications shall be confirmed by the Customer as soon as possible by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation is not received by BNY Mellon, or that any conflict between such written confirmation contradicts and the Oral Instruction, will relevant oral Instruction shall in no way affect (i) BNY Mellon’s any action taken by the Custodian in reliance upon such oral Instructions prior to the Custodian's receipt of such confirmation. Instructions in the form of facsimile transmission shall not be deemed received until confirmed by the Custodian in accordance with the provisions for the giving of notices under Section 26 hereof. The Custodian has the right to record any such oral Instructions, and the Customer hereby consents to such recording. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. All authorized persons as of the date of this Agreement are identified and listed in Exhibit E to this Agreement, which list is subject to change from time to time by Customer on such Oral Instruction or (ii) written notice to the validity or enforceability Custodian. The Custodian shall have the right to assume in the absence of transactions notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by such Oral Instruction and effected by BNY Mellon.
(h) the Customer acknowledges and agrees that it is fully informed of to give the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon in question and that there such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be more secure methods of transmitting Instructions than the method selected furnished by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesproper person or persons as provided above.
Appears in 1 contract
Sources: Custodian Agreement (Oppenheimer Senior Floating Rate Fund)
Instructions. (a) Except as otherwise expressly The Custodian, subject to the standard of care provided in Section 9 of this Agreement, BNY Mellon will is entitled to rely and act upon Instructions of any Authorized Person until the Custodian has received notice of any change from the Client and has had a reasonable time to note and implement such change. The Custodian is authorized to rely upon any Instructions received by any means, provided that the Custodian and the Client have no obligation to take any action hereunder unless agreed upon the means of transmission and until it receives Instructions issued in accordance with this Agreement.the method of identification for the Instructions. In particular:
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions The Client, on behalf of a Portfolio, and the Custodian will comply with security procedures designed to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with verify the issuance origination of Instructions.
(cii) Where Customer Subject to the standard of care set forth in Section 9, the Custodian is not responsible for errors or omissions made by the Client or resulting from fraud or the duplication of any Instruction by the Client. The Custodian, following the verification of the origination of an Instruction, may or act on any Instruction by reference to an account number only, even if any account name is required to issue Instructions, such Instructions will be issued by an Authorized Personprovided.
(diii) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to InstructionsThe Custodian, and will be entitled to following verification of the origination of an Instruction, may act and rely upon any on an Instruction received by BNY Mellonif it reasonably believes it contains sufficient information.
(eiv) All The Custodian may decide not to act on an Instruction where it reasonably doubts its contents, authorization, origination or compliance with any security procedures and will promptly notify the Client of its decision.
(v) If the Custodian acts on any Instruction sent manually (including facsimile or telephone), then, if the Custodian complies with the security procedures, the Client, on behalf of a Portfolio, will be responsible for any direct loss the Custodian may incur in connection with that Instruction; provided that the Custodian has satisfied the standard of care provided in Section 9 of this Agreement. The Client, on behalf of a Portfolio, expressly acknowledges that the Client is aware that the use of manual forms of communication to convey Instructions must include all information necessaryincreases the risk of error, security and must privacy issues and fraudulent activities.
(vi) Instructions are to be delivered using such methods and given in such format as BNY Mellon may require and be received the English language.
(vii) The Custodian is obligated to act on Instructions only within BNY Mellon’s established applicable cut-off times on banking days when the Custodian and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructionsthe applicable financial markets are open for business.
(fviii) BNY Mellon In some Securities markets, Securities deliveries and payments therefore may not be or are not customarily made simultaneously. Accordingly, notwithstanding the Client’s Instruction to deliver Securities against payment or to pay for Securities against delivery, the Custodian may make or accept payment for or delivery of Securities at such time and in its sole discretion decline such form and manner as is in accordance with relevant local law and standard industry custom and practice (1) that the Custodian follows for other U.S. mutual fund clients in the relevant market, or (2) if Custodian has no other U.S. mutual fund clients in the relevant market, that the Custodian follows for financial institution customers generally, but in all events subject to act upon any Instructions that do not comply with requirements the standard of care set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions9. In such eventaddition, such Oral Instructions Custodian will be deemed consult with Client at Client’s request (whether before and/or subsequent to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction Client’s entry into a new market) to BNY Mellon describe the practices followed by U.S. mutual fund clients in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if anymarket, to be followed by Customer and BNY Mellon with respect the extent known to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstancesCustodian.
Appears in 1 contract
Sources: Global Custodial Services Agreement (Dfa Investment Trust Co)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon [ ] will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon [ ] and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon [ ] will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon[ ].
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon [ ] may reasonably require and be received within BNY Mellon[ ]’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon [ ] to act upon such InstructionsInstructions provided that, after the execution of this Agreement or as soon as practicable thereafter, [ ] shall make available to Customer such required information, methods, cut-off times and other applicable timing requirements.
(f) BNY Mellon [ ] may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon[ ]’s operating policies and practices, in which event BNY Mellon [ ] will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon[ ]’s normal practices and procedures to accept Oral Instructions, BNY Mellon [ ] may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon [ ] in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon[ ], or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon[ ]’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon[ ].
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon [ ] and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon [ ] with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Sources: Custody Agreement (T. Rowe Price OHA Flexible Credit Income Fund)
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY MellonBNY.
(e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may require and be received within BNY Mellon’s BNY's established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s BNY's operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s BNY's normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY MellonBNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s BNY's reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY. However, to the extent BNY Mellonreceives written confirmation which contradicts Oral Instructions, BNY will endeavor to notify Customer, it being acknowledged, agreed and understood that BNY shall have no duty, responsibility, or liability for any failure to or inability to so notify Customer.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
Appears in 1 contract
Instructions. (a) Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.
(b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.
(c) Where Customer may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.
(d) BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.
(e) All Instructions must include all information necessary, and must be delivered using such methods as are described in the definition of “Instructions” and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise in sufficient time, to enable BNY Mellon to act upon such Instructions.
(f) BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify CustomerCustomer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY Mellon.
(h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.
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