BNY Sample Clauses

BNY. (a) BNY represents and warrants that: (a) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair BNY ’s ability to perform its duties and obligations under this Agreement; (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of BNY or any law or regulation applicable to it; and, (f) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement, it will use adequate numbers of qualified personnel with suitable training, education, experience and skill to perform the services under this Agreement, and it is skilled and experienced in providing services similar to the services under this Agreement for customers other than the Series. (b) BNY shall provide the Customer, as it may reasonably request, with a SOC 1 report (or any comparable successor report thereto) by independent public accountants on BNY ’s system, relating to the services provided by BNY under this Agreement. (c) BNY will make commercially reasonable efforts to not remove or replace with any other person, any Key Personnel without providing notice to Customer unless such Key Personnel is being terminated or suspended or notification is not practicable under the circumstances. (d) The Customer may reasonably request the replacement of Key Personnel during the Term, and BNY shall comply with such requests except as prohibited by applicable law and on a commercially reasonable basis within a reasonable amount of time. The Parties may agree upon other conditions relating to Key Personnel from time to time. (e) BNY will establish a governance structure for the provision of services to the Series and will consult with Customer with respect to the appointment of persons to the positions for internal face-off on day-to-day matters.
Sample 1
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BNY. SECTION 3.01. BNY hereby represents and warrants to the Bank and to the Issuer that BNY is not disqualified to act in the Positions under the Client Agreements. SECTION 3.02. BNY hereby accepts its appointment to the Positions under the Client Agreements and accepts and assumes the rights, powers, duties and obligations of the Bank under the Client Agreements, upon the terms and conditions set forth therein, with like effect as if originally named to such Positions under the Client Agreements.
Sample 1

Related to BNY

  • Contract Administrator The Contract Administrator will monitor and coordinate contract activities on a day-to-day basis.

  • Contract Administration The Delegate shall cause that the foreign custody arrangements with an Eligible Foreign Custodian shall be governed by a written contract that the Delegate has determined will provide reasonable care for Fund assets based on the standards applicable to custodians in the relevant market. Each such contract shall, except as set forth in the last paragraph of this subsection (b), include provisions that provide: (i) For indemnification or insurance arrangements (or any combination of the foregoing) such that the Fund will be adequately protected against the risk of loss of assets held in accordance with such contract; (ii) That the Fund's Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of such Custodian arising under bankruptcy, insolvency or similar laws; (iii) That beneficial ownership of the Fund's Assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) That adequate records will be maintained identifying the Fund's Assets as belonging to the Fund or as being held by a third party for the benefit of the Fund; (v) That the Fund's independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of such records; and (vi) That the Delegate will receive sufficient and timely periodic reports with respect to the safekeeping of the Fund's Assets, including, but not limited to, notification of any transfer to or from the Fund's account or a third party account containing the Fund's Assets. Such contract may contain, in lieu of any or all of the provisions specified in this Section 3(b), such other provisions that the Delegate determines will provide, in their entirety, the same or a greater level of care and protection for the Fund's Assets as the specified provisions, in their entirety.

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