Unclaimed Property Services. FTIS shall employ commercially reasonable measures to comply on behalf of the Investment Company with the unclaimed property laws and regulations of the states and territories of the United States ("Unclaimed Property Laws") with respect to Eligible Property (as defined below). In connection with its performance of the foregoing services ("Unclaimed Property Services"), FTIS and its agents shall be entitled to rely on the written advice of counsel with respect to the interpretation of and compliance with the Unclaimed Property Laws and interaction with the agencies enforcing and administering the Unclaimed Property Laws and neither shall be liable for conduct undertaken in accordance with such advice, provided such advice is a reasoned interpretation of such Unclaimed Property Laws.
Unclaimed Property Services. (A) Subject to the further provisions of this Section 2(s) and to Sections 8(a) and 26(b), BNYM shall implement procedures on behalf of the Fund that are reasonably designed for the Fund to comply on a substantial basis with the unclaimed property laws and regulations of the States and Territories of the United States (as defined below) ("Unclaimed Property Laws") with respect to Eligible Property (as defined below). In connection with its performance of the foregoing services ("Unclaimed Property Services"), BNYM shall be entitled to implement procedures consistent with practices adopted by mutual funds and other mutual fund service providers, procedures it determines represent reasonable risk based on the reasoned analysis of counsel, procedures based on communications with the agencies enforcing and administering the Unclaimed Property Laws, the administrative practices of such agencies and interpretations of the Unclaimed Property Laws by such agencies and BNYM shall not be liable for reasonable conduct undertaken in accordance with any of the foregoing. For purposes of the foregoing:
Unclaimed Property Services. (i) Subject to the further provisions of this Section 3(a)(8), DTI shall employ commercially reasonable measures on behalf of a Fund to comply with the unclaimed property laws and regulations of the United States (as defined below) ("Unclaimed Property Laws") with respect to Eligible Property (as defined below). In connection with its performance of the foregoing services ("Unclaimed Property Services"), DTI and its contractors and subcontractors shall be entitled to rely on the advice of counsel with respect to the unclaimed property laws and shall not be liable for conduct undertaken in accordance with such advice. For purposes of the foregoing:
Unclaimed Property Services. (1) Subject to the further provisions of this Section 3(e) and to Sections 9(f) and 19(c), BNYM shall employ commercially reasonable measures to comply on behalf of a Fund with the unclaimed property laws and regulations of the States and Territories of the United States (as defined below) (“Unclaimed Property Laws”) with respect to Eligible Property (as defined below). In connection with its performance of the foregoing services (“Unclaimed Property Services”), BNYM and its subcontractors shall be entitled to rely on the written advice of counsel with respect to the unclaimed property laws and shall not be liable for conduct undertaken in accordance with such advice. For purposes of the foregoing:
Unclaimed Property Services. (A) Subject to the further provisions of this Section 3(a)(15) and to Sections 9(f) and 19(c), BNYM shall employ commercially reasonable measures to comply on behalf of a Fund with the unclaimed property laws and regulations of the States and Territories of the United States (as defined below) (“Unclaimed Property Laws”) with respect to Eligible Property (as defined below). In connection with its performance of the foregoing services (“Unclaimed Property Services”), BNYM and its subcontractors shall be entitled to rely on the advice of counsel with respect to the interpretation of and compliance with the Unclaimed Property Laws and interaction with the agencies enforcing and administering the Unclaimed Property Laws and neither shall not be liable for conduct undertaken in accordance with such advice. For purposes of the foregoing:
Unclaimed Property Services. (A) The Fund acknowledges and agrees that it is the holder of all property and assets in the accounts of its shareholders and in the Fund’s Service Accounts (“UPL Property”), that the Fund is solely and exclusively responsible for determining the applicability to the Fund and the UPL Property of the unclaimed property, abandoned property , escheat or similar laws, regulations or administrative provisions of all applicable legal jurisdictions (“Unclaimed Property Laws”) and that, as between the Fund and BNYM, the Fund possesses the sole and exclusive responsibility to comply with all applicable Unclaimed Property Laws and BNYM possesses no such responsibility. As between BNYM and the Fund, the Fund shall have the sole and exclusive obligation to sign reports, to sign letters, to communicate with government representatives, current and former shareholders and other appropriate third parties and otherwise to act in all manners on behalf of and in the name of the Fund with respect to Fund’s compliance with the Unclaimed Property Laws.
Unclaimed Property Services. (A) Subject to the further provisions of this Section 3(a)(15) and to Sections 9(f) and 19(c), BNYM shall implement procedures on behalf of the Fund that are reasonably designed for the Fund to comply on a substantial basis with the Unclaimed Property Laws (as defined below) with respect to Eligible Property (as defined below). Subject to the limitation of liability provisions of Section 11, BNYM shall be liable to the Fund for Loss in connection with its performance of the Unclaimed Property Services (as defined below) solely if the Loss is caused by the negligent, grossly negligent, reckless, intentionally wrongful or fraudulent implementation of such procedures. In connection with its performance of the foregoing services (“Unclaimed Property Services”), BNYM shall implement procedures consistent with practices adopted by mutual funds and other mutual fund service providers, procedures it reasonably determines represent reasonable risk , or procedures based on communications with the agencies enforcing and administering the Unclaimed Property Laws, the administrative practices of such agencies and interpretations of the Unclaimed Property Laws by such agencies, and BNYM shall not be liable for reasonable conduct undertaken in accordance with the foregoing. For purposes of the foregoing:
Unclaimed Property Services. (A) Subject to the further provisions of this Section 13 of Schedule A, BNYM shall implement measures on behalf of the Fund that are reasonably designed for the Fund to substantially comply with the Unclaimed Property Laws (defined below) with respect to Eligible Property (defined below). In connection with its performance of the foregoing services (“Unclaimed Property Services”), BNYM shall be entitled to implement procedures consistent with practices adopted by mutual funds and other mutual fund service providers, procedures it determines represent reasonable risk based on the reasoned analysis of legal counsel, procedures based on communications with the State (defined below) agencies enforcing and administering the Unclaimed Property Laws or the private audit firms that represent a State or State agency, the administrative practices of such State agencies and interpretations of the Unclaimed Property Laws by such State agencies and BNYM shall not be liable for reasonable conduct undertaken in accordance with any of the foregoing.
Unclaimed Property Services. This Section 3(a)(15) shall become effective only upon receipt of Written Instructions from the Fund indicating that the Fund has elected to have BNYM perform the services described in this Section 3(a)(15):
Unclaimed Property Services. (a) The Parties acknowledge that, following the Closing, certain of the Sellers and their Affiliates may become party to one or more agreements with certain U.S. insurance regulatory authorities or their designees (each, a “Settlement Agreement”) in connection with matters that may give rise to Excluded Escheat Liabilities. Upon the written request of Holdco, Purchaser shall cause one or more of the Transferred Companies to enter into the Settlement Agreements, provided, that Holdco and its Affiliates shall have used commercially reasonable efforts to cause the scope of each such Settlement Agreement to be limited, with respect to the Transferred Companies, to Liabilities incurred prior to the Closing Date; provided, further, that, with the prior written consent of Holdco (not to be unreasonably withheld, conditioned or delayed), Purchaser may cause or permit any of the Transferred Companies to enter into one or more Settlement Agreements separate from that then contemplated to be entered into by Sellers or their Affiliates; and provided, further, that nothing in this Section 5.40 shall be deemed to limit or broaden the scope of the Excluded Escheat Liabilities hereunder. From and after the Closing, subject to the provisions of this Section 5.40 but without limiting the other terms and conditions of this Agreement, Purchaser shall, and shall cause its Affiliates to, provide all reasonable cooperation and assistance to Sellers and their Affiliates in connection with the negotiation of the Settlement Agreements and compliance with the terms thereof.
