Acceptance by Agent; Agent’s Undertakings Sample Clauses

Acceptance by Agent; Agent’s Undertakings. Agent accepts its appointment under the Third-Party Agent Authorization located in Section D of the New Account Application and this Agent Supplement (collectively, the “Authorization”). Agent will exercise the powers granted in the Authorization for the benefit of Client and with the care, skill, prudence and diligence under the circumstances that a prudent person acting in a like capacity would use. Agent agrees not to give or transmit any instruction concerning the Account that Agent knows or believes does not comply with the Authorization or Agent’s obligations, or if Agent knows or has reason to know that the Authorization has been revoked, terminated or suspended, in whole or in part, or is no longer valid for any reason. Agent represents and warrants that Agent possesses the sophistication, expertise and knowledge (including knowledge of Client’s financial position and investment objectives) necessary to fulfill Agent’s obligations hereunder and under the Authorization, and Agent acknowledges that, unless GS&Co. has expressly agreed otherwise in writing, GS&Co. is acting in the capacity of broker in connection with any transaction executed for Client’s Account and not as a financial adviser or a fiduciary, and no advice provided by GS has formed or shall form a primary basis for any investment decision by or on behalf of Client. Agent agrees to and hereby does indemnify and hold GS harmless from any Losses that GS might sustain or that might be incurred by or imposed on GS by reason of Agent’s acts or omissions in relation to the Account or any breach of this Agent Supplement. Agent’s indemnification obligations hereunder will survive the revocation or termination of the Authorization or of this Agent Supplement. Agent represents and warrants that Agent is registered as an investment adviser under federal or state law or is not required to be so registered. In performing Agent’s obligations under the Authorization, Agent will not be an employee, agent or representative of GS&Co. and nothing hereunder creates a joint venture, partnership, franchise or agency relationship between Agent and GS&Co. Agent represents and warrants to GS&Co. that all information provided by it now and in the future is accurate and complete, and Agent agrees to notify GS&Co. immediately of any changes to this information. Agent further agrees to supply any information reasonably requested at any time by GS&Co.

Acceptance by Agent; Agent’s Undertakings. Agent accepts its appointment under the Third-