Communications Relating to Securities. The Custodian shall transmit promptly to the Company all written information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of Securities and expirations of rights in connection therewith) received by the Custodian, from its agents or its sub-custodian or from issuers of the Securities being held for the Company. The Custodian shall have no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and except to the extent it has received timely Proper Instruction from the Company in accordance with the next sentence. Except to the extent caused by a failure of the Custodian to have satisfied its obligations under the first sentence of this Section 3.11 with respect to written information concerning such right or power, the Custodian will not be liable for any untimely exercise of any right or power in connection with Securities at any time held by the Custodian, its agents or sub-custodian unless: (i) the Custodian has received Proper Instructions with regard to the exercise of any such right or power at least three (3) Business Days prior to the date on which such right or power is to be exercised; and (ii) the Custodian, or its agents or sub-custodian are in actual possession of such Securities. Notwithstanding the foregoing, in the event the Custodian shall receive Proper Instructions with regard to the exercise of any right or power less than three (3) Business Days prior to the date on which such right or power is to be exercised, the Custodian shall use reasonable best efforts to exercise such right or power as promptly as practicable. It will be the responsibility of the Company to notify the Custodian of the Person to whom such communications must be forwarded under this Section.
Appears in 2 contracts
Samples: Custody Agreement (Palmer Square Capital BDC Inc.), Custody Agreement (Muzinich BDC, Inc.)
Communications Relating to Securities. The Custodian shall transmit promptly to the Company all written information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of Securities and expirations of rights in connection therewith) received by the Custodian, from its agents or its subSub-custodian Custodian or from issuers of the Securities being held for the Company. The Custodian shall have no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and except to the extent it has received timely Proper Instruction from the Company in accordance with the next sentence. Except to the extent caused by a failure of the Custodian to have satisfied its obligations under the first sentence of this Section 3.11 with respect to written information concerning such right or power, the The Custodian will not be liable for any untimely exercise of any right or power in connection with Securities at any time held by the Custodian, its agents or subSub-custodian Custodian unless:
(i) the Custodian has received Proper Instructions with regard to the exercise of any such right or power power; and
(ii) the Custodian, or its agents or Sub-Custodian are in actual possession of such Securities, in each case, at least three (3) Business Days prior to the date on which such right or power is to be exercised; and
(ii) the Custodian, or its agents or sub-custodian are in actual possession of such Securities. Notwithstanding the foregoing, in the event the Custodian shall receive Proper Instructions with regard to the exercise of any right or power less than three (3) Business Days prior to the date on which such right or power is to be exercised, the Custodian shall use reasonable best efforts to exercise such right or power as promptly as practicable. It will be the responsibility of the Company to notify the Custodian of the Person to whom such communications must be forwarded under this Sectionsection.
Appears in 1 contract
Communications Relating to Securities. The Custodian shall transmit promptly to the Company Fund all written information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of Securities and expirations of rights in connection therewith) received by the Custodian, Custodian from its agents or its sub-custodian or from issuers of the Securities being held for the CompanyFund. The Custodian shall have no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and except to the extent it has received timely Proper Instruction Instructions from the Company in accordance with the next sentenceFund. Except to the extent caused by a failure of the Custodian to have satisfied its obligations under the first sentence of this Section 3.11 with respect to written information concerning such right or power, the The Custodian will not be liable for any untimely exercise of of, or failure to exercise, any right or power in connection with Securities at any time held by the Custodian, its agents or sub-custodian unless:
(i) the Custodian has received Proper Instructions with regard to the exercise of any such right or power at least three (3) Business Days prior to the date on which such right or power is to be exercised; and
(ii) the Custodian, or its agents or sub-custodian are in actual possession of such Securities. Notwithstanding the foregoing, in the event the Custodian shall receive Proper Instructions with regard to the exercise of any right or power less than Securities at least three (3) Business Days prior to the date on which such right or power is to be exercised, the Custodian shall use reasonable best efforts to exercise such right or power as promptly as practicable. It will be the responsibility of the Company Fund to notify the Custodian of the Person to whom such communications must be forwarded under this Section. For the avoidance of doubt, upon and after the effective date of any termination of this Agreement or resignation of the Custodian, the Custodian shall have no responsibility to so transmit any information under this Section.
Appears in 1 contract
Communications Relating to Securities. The Custodian shall transmit promptly to the Company all written information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of Securities and expirations of rights in connection therewith) received by the Custodian, from its agents or its subSub-custodian Custodian or from issuers of the Securities being held for the Company. The Custodian shall have no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and except to the extent it has received timely Proper Instruction from the Company in accordance with the next sentence. Except to the extent caused by a failure of the Custodian to have satisfied its obligations under the first sentence of this Section 3.11 with respect to written information concerning such right or power, the The Custodian will not be liable for any untimely exercise of any right or power in connection with Securities at any time held by the Custodian, its agents or subSub-custodian Custodian unless:
(i) the Custodian has received Proper Instructions with regard to the exercise of any such right or power power; and
(ii) the Custodian, or its agents or Sub-Custodian are in actual possession of such Securities, in each case, at least three (3) Business Days prior to the date on which such right or power is to be exercised; and
(ii) the Custodian, or its agents or sub-custodian are in actual possession of such Securities. Notwithstanding the foregoing, in the event if the Custodian shall receive Proper Instructions with regard to the exercise of any such right or power less than three (3) Business Days prior to the date on which such right or power is to be exercised, the Custodian shall not be obligated but may use reasonable best efforts to exercise such right or power as promptly as practicablepracticable and shall incur no liability in connection therewith. It will be the responsibility of the Company to notify the Custodian of the Person to whom such communications must be forwarded under this Section.
Appears in 1 contract
Communications Relating to Securities. The Custodian shall transmit promptly to the Company all written information (including proxies, proxy soliciting solicitation materials, notices, pendency of calls and maturities of Securities Securities, solicitation of a vote or consent, and expirations of rights in connection therewith) received by the Custodian, from its agents or its sub-custodian or from issuers of the Securities being held for the Company. The Custodian shall have no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and except to the extent it has received timely a Proper Instruction from the Company in accordance with the next sentence. Except to the extent caused by a failure of the Custodian to have satisfied its obligations under the first sentence of this Section 3.11 with respect to written information concerning such right or power, the The Custodian will not be liable for any untimely exercise of any right or power in connection with Securities at any time held by the Custodian, its agents or sub-custodian unless:
(ia) the Custodian has received Proper Instructions with regard to the exercise of any such right or power power; (b) the Custodian, or its agents or sub-custodian are in actual possession of such Securities; and (c) in each case, at least three (3) Business Days prior to the date on which such right or power is to be exercised; and
(ii) the Custodian, or its agents or sub-custodian are in actual possession of such Securities. Notwithstanding the foregoing, in the event the Custodian shall receive Proper Instructions with regard to the exercise of any right or power less than three (3) Business Days prior to the date on which such right or power is to be exercised, the Custodian shall use reasonable best efforts to exercise such right or power as promptly as practicable. It will be the responsibility of the Company to notify the Custodian of the Person to whom such communications must be forwarded under this Section. Notwithstanding the foregoing, the Custodian does not, and shall not be deemed to, assume any responsibility, and shall not incur any liability, for any act or omission to act with respect to any corporate action affecting the Securities or the rights of the Company in such Securities.
Appears in 1 contract
Samples: Custody Agreement (New Mountain Guardian IV BDC, L.L.C.)
Communications Relating to Securities. The Custodian shall transmit promptly to the Company all written information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of Securities and expirations of rights in connection therewith) received by the Custodian, from its agents or its subSub-custodian Custodian or from issuers of the Securities being held for the Company. The Custodian shall have no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and except to the extent it has received timely Proper Instruction from the Company in accordance with the next sentence. Except to the extent caused by a failure of the Custodian to have satisfied its obligations under the first sentence of this Section 3.11 with respect to written information concerning such right or power, the The Custodian will not be liable for any untimely exercise of any right or power in connection with Securities at any time held by the Custodian, its agents or subSub-custodian Custodian unless:
(i) the Custodian has received Proper Instructions with regard to the exercise of any such right or power at least three (3) Business Days prior to the date on which such right or power is to be exercised; and
(ii) the Custodian, or its agents or subSub-custodian Custodian are in actual possession of such Securities. Notwithstanding the foregoing, in the event the Custodian shall receive Proper Instructions with regard to the exercise of any right or power less than three (3) Business Days prior to the date on which such right or power is to be exercised, the Custodian shall use reasonable best efforts to exercise such right or power as promptly as practicable. It will be the responsibility of the Company to notify the Custodian of the Person to whom such communications must be forwarded under this Section.
Appears in 1 contract
Communications Relating to Securities. The Custodian shall transmit promptly to the Company all written information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of Securities and expirations of rights in connection therewith) received by the Custodian, from its agents or its subSub-custodian Custodian or from issuers of the Securities being held for the Company. The Custodian shall have no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and except to the extent it has received timely Proper Instruction from the Company in accordance with the next sentence. Except to the extent caused by a failure of the Custodian to have satisfied its obligations under the first sentence of this Section 3.11 with respect to written information concerning such right or power, the The Custodian will not be liable for any untimely exercise of any right or power in connection with Securities at any time held by the Custodian, its agents or subSub-custodian Custodian unless:
(i) the Custodian has received Proper Instructions with regard to the exercise of any such right or power at least three (3) Business Days prior to the date on which such right or power is to be exercised; and
(ii) the Custodian, or its agents or subSub-custodian Custodian are in actual possession of such Securities. , Notwithstanding the foregoing, in the event if the Custodian shall receive Proper Instructions with regard to the exercise of any such right or power less than three (3) Business Days prior to the date on which such right or power is to be exercised, the Custodian shall not be obligated but may use reasonable best efforts to exercise such right or power as promptly as practicablepracticable and shall incur no liability in connection therewith. It will be the responsibility of the Company to notify the Custodian of the Person to whom such communications must be forwarded under this SectionSection 3.11.
Appears in 1 contract