Common use of Representations of Customer and Bank Clause in Contracts

Representations of Customer and Bank. (a) Customer represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, to borrow money or otherwise incur indebtedness as contemplated by this Agreement, to pledge Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; and (iv) it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon the above or Customer’s certification of such other facts as may be required to administer Bank’s obligations hereunder. Subject to Section 7.1, Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

Appears in 4 contracts

Samples: Global Custody Agreement (Morgan Stanley Emerging Markets Debt Fund Inc), Global Custody Agreement (Universal Institutional Funds Inc), Custody Agreement (Morgan Stanley Frontier Emerging Markets Fund, Inc.)

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Representations of Customer and Bank. (a) Customer represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, to borrow money or otherwise incur indebtedness as contemplated by this Agreement, to pledge Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; and (iv) it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon ; and (v) except as granted under Section 4.3 of this Agreement or otherwise to Bank, the above Financial Assets and cash deposited in the Accounts are not subject to any encumbrance or Customer’s certification security interest whatsoever and the Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to exist any encumbrance or security interest over such Financial Assets or cash except with the prior written consent of such other facts as may be required to administer Bank’s obligations hereunder. Subject to Section 7.1, Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

Appears in 2 contracts

Samples: And Fund Accounting Agreement (Jp Morgan Fleming Mutual Fund Group Inc), Fund Accounting Agreement (JPMorgan Trust IV)

Representations of Customer and Bank. (a) Customer represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, to borrow money or otherwise incur indebtedness as contemplated by this Agreement, to pledge Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s 's legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; and (iv) it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon the above or Customer’s 's certification of such other facts as may be required to administer Bank’s 's obligations hereunder. Subject to Section 7.1, Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

Appears in 2 contracts

Samples: Global Custody Agreement (Morgan Stanley China a Share Fund, Inc.), Global Custody Agreement (Morgan Stanley China a Share Fund, Inc.)

Representations of Customer and Bank. (a) Customer represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, to borrow money or otherwise incur indebtedness as contemplated by this Agreement, to pledge Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; and (iv) it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon the above or Customer’s the certification of such other facts as may be required to administer Bank’s obligations hereunder. Subject to Section 7.1, Customer shall indemnify Bank against all losses, liability, claims claims, or demands arising directly or indirectly from any such certifications.

Appears in 2 contracts

Samples: Domestic Custody Agreement (Proshares Trust), Domestic Custody Agreement (Proshares Trust)

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Representations of Customer and Bank. (a) Customer represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, to borrow money or otherwise incur indebtedness as contemplated by this Agreement, to pledge Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; and (iv) it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon the above or Customer’s certification of such other facts as may be required to administer Bank’s obligations hereunder. Subject to Section 7.1, Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.. Investment Company Rider to Global Custody Agreement

Appears in 1 contract

Samples: Global Custody Agreement (Morgan Stanley Institutional Fund Trust)

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