Custodian Actions without Direction Sample Clauses

Custodian Actions without Direction. With respect to Securities held hereunder, the Custodian shall: a. Collect income and other payments due to the Account; b. Carry out any exchanges of Securities or other corporate actions not requiring discretionary decisions; c. Forward to the Fund or its designee proxy materials and otherwise facilitate access by the Fund or its designee to ballots or online systems to assist in the voting of proxies received for eligible positions of Securities held in the Account; d. Forward to the Fund or its designee information (or summaries of information) that the Custodian receives from Depositories or Foreign Custodians concerning Securities in the Account; e. Forward to the Fund or its designee notices of bankruptcy cases relating to Securities held in the Account and notices of any required action related to such bankruptcy cases as may be received by the Custodian; f. Forward to the Fund or its designee notices and other materials relating to class actions in which the Fund may be eligible to participate as may be received by the Custodian; g. Forward to the Fund or its designee information received by the Custodian regarding ownership rights pertaining to property held for the Fund; h. Deliver Securities upon the receipt of payment in connection with any repurchase agreement related to such Securities entered into by the Fund; i. Endorse for collection checks, drafts or other negotiable instruments; and j. Execute and deliver, solely in its custodial capacity, certificates, documents or instruments incidental to the Custodian’s performance under this Agreement.
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Custodian Actions without Direction. With respect to Securities held hereunder, the Custodian shall: a. Receive all eligible income and other payments due to the Account; b. Carry out any exchanges of Securities or other corporate actions not requiring discretionary decisions; c. Facilitate access by the Fund or its designee to ballots or online systems to assist in the voting of proxies received for eligible positions of Securities held in the Account (excluding bankruptcy matters); d. Forward to the Fund or its designee information (or summaries of information) that the Custodian receives from Depositories or Subcustodians concerning Securities in the Account (excluding bankruptcy matters); e. Forward to the Fund or its designee an initial notice of bankruptcy cases relating to Securities held in the Account and a notice of any required action related to such bankruptcy cases as may be received by the Custodian. No further action or notification related to the bankruptcy case shall be required; f. Endorse for collection checks, drafts or other negotiable instruments; and g. Execute and deliver, solely in its custodial capacity, certificates, documents or instruments incidental to the Custodian’s performance under this Agreement.
Custodian Actions without Direction. With respect to Securities held hereunder, the Custodian shall: a. Receive all eligible income and other payments due to the Accounts; b. Carry out any exchanges of Securities or other corporate actions not requiring discretionary decisions; c. Facilitate access by the Fund or its designee to ballots or online systems to assist in the voting of proxies received by the Custodian in its capacity as custodian for eligible positions of Securities held in the Accounts (excluding bankruptcy matters); d. Forward promptly to the Fund or its designee all relevant information (or summaries of information) that the Custodian receives in its capacity as custodian from Depositories or Subcustodians concerning Securities or cash in the Accounts (excluding bankruptcy matters); e. Forward to the Fund or its designee an initial notice of bankruptcy cases relating to Securities held in the Accounts and a notice of any required action related to such bankruptcy cases as may be received by the Custodian in its capacity as custodian. No further action or notification related to the bankruptcy case shall be required; f. Endorse for collection checks, drafts or other negotiable instruments; and g. Execute and deliver, solely in its custodial capacity on behalf of the Fund, certificates, documents or instruments incidental to the Custodian’s performance under this Agreement.
Custodian Actions without Direction. With respect to Securities held hereunder, the Custodian shall: (a) Receive all eligible income and other payments due to the Accounts and endeavor to advise the Fund as promptly as practicable of any such amounts known by Custodian to be due but not paid; (b) Present for payment and receive the amount paid upon all Securities which may mature and endeavor to advise the Fund as promptly as practicable of any such amounts known by Custodian to be due but not paid; (c) Carry out any exchanges of Securities or other corporate actions not requiring discretionary decisions; (d) Forward to the Fund or its designee proxy materials actually received by the Custodian or its agents, and otherwise facilitate access by the Fund or its designee to ballots or online systems to assist in the voting of proxies received by the Custodian in its capacity as custodian for eligible positions of Securities held in the Accounts (excluding bankruptcy matters); (e) Forward to the Fund or its designee information (or summaries of information) that the Custodian receives in its capacity as custodian from Depositories or Subcustodians concerning Securities in the Accounts (excluding bankruptcy matters); (f) Forward to the Fund or its designee notices of bankruptcy cases relating to Securities held in the Accounts and notices of any required action related to such bankruptcy cases as may be received by the Custodian in its capacity as custodian. No further action or notification related to the bankruptcy case shall be required; (g) Forward to the Fund or its designee notices and other materials relating to class actions in which the Fund may be eligible to participate as may be actually received by the Custodian or its agents; (h) As promptly as practical under the circumstances, forward to the Trust copies of all other information and documents (not specifically referenced above) that it may actually receive from or on behalf of an issuer of Securities which, are indicated as being intended for the beneficial owner of Securities including, without limitation, notices that require discretionary action, notices of expirations of rights, notices related to call and put options, notices of maturity of futures contracts, and notices of tender and exchange offers; (i) Deliver Securities upon the receipt of payment in connection with any repurchase agreement related to such Securities entered into by the Fund; (j) Hold directly or through a Depository, a Foreign Depository, or a Subcustodia...
Custodian Actions without Direction. With respect to Securities held hereunder, the Custodian shall: a. Collect income and other payments due to the Account; b. Carry out any exchanges of Securities or other corporate actions not requiring discretionary decisions; c. Forward to the Fund or its designee proxy materials and otherwise facilitate access by the Fund or its designee to ballots or online systems to assist in the voting of proxies received for eligible positions of Securities held in the Account; d. Forward to the Fund or its designee information (or summaries of information) that the Custodian receives from Depositories or Foreign Custodians concerning Securities in the Account; e. Forward to the Fund or its designee notices of bankruptcy cases relating to Securities held in the Account and notices of any required action related to such bankruptcy cases as may be received by the Custodian; f. Forward to the Fund or its designee notices and other materials relating to class actions in which the Fund may be eligible to participate as may be received by the Custodian;
Custodian Actions without Direction. With respect to Securities held hereunder, the Custodian is authorised to, and may authorise Subcustodians and Depositories to: (a) receive all Distributions due to a Cash Account; (b) carry out any exchanges of Securities or other corporate actions not requiring discretionary decisions; (c) forward to the Issuer or its designee information (or summaries of information) that the Custodian receives from Depositories or Subcustodians concerning Securities in the Account (excluding bankruptcy matters); (d) forward to the Issuer or its designee an initial notice of any bankruptcy cases relating to Securities held in the Account and a notice of any required action related to such bankruptcy cases as may be received by the Custodian, and the Custodian shall have no obligation to carry out any further action or notification related to any such bankruptcy case; and (e) execute and deliver, solely in its custodial capacity, certificates, documents or instruments incidental to the Custodian's performance under this Agreement.
Custodian Actions without Direction. With respect to Securities held hereunder, the Custodian shall: a. Receive all eligible income, distributions and other payments due to the Accounts (including in respect of maturity or redemption of Securities); b. Carry out any exchanges of Securities or other corporate actions not requiring discretionary decisions; c. Facilitate access by the Fund or its designee to ballots or online systems to assist in the voting of proxies received by the Custodian in its capacity as custodian for eligible positions of Securities held in the Accounts (excluding bankruptcy matters); d. Forward to the Fund or its designee information (or summaries of information) that the Custodian receives in its capacity as custodian from Depositories or Subcustodians concerning Securities in the Accounts (excluding bankruptcy matters); e. Forward to the Fund or its designee an initial notice of bankruptcy cases relating to Securities held in the Accounts and a notice of any required action related to such bankruptcy cases as may be received by the Custodian in its capacity as custodian. No further action or notification related to the bankruptcy case shall be required; f. Endorse for collection checks, drafts or other negotiable instruments; and g. Execute and deliver, solely in its custodial capacity, certificates, documents or instruments incidental to the Custodian’s performance under this Agreement.
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Related to Custodian Actions without Direction

  • Actions Without a Meeting Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

  • Transactions with Interested Persons Unless prohibited by the charter ------------------------------------ documents of any Member and unless entered into in bad faith, no contract or transaction between the Company and one or more of its Managers or Members, or between the Company and any other corporation, partnership, association or other organization in which one or more of its Managers or Members have a financial interest or are directors, partners, Managers or officers, shall be voidable solely for this reason or solely because such Manager or Member was present or participated in the authorization of such contract or transaction if: (a) the material facts as to the relationship or interest of such Manager or Member and as to the contract or transaction were disclosed or known to the other Managers (if any) or Members and the contract or transaction was authorized by the disinterested Managers (if any) or Members; or (b) the contract or transaction was fair to the Company as of the time it was authorized, approved or ratified by the disinterested Managers (if any) or Members; and no Manager or Member interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company, any Manager or Member, or any other person or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction.

  • Transactions with Related Persons Except as set forth on Schedule 4.21, no Target Entity nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target Entity, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Entity), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no Target Entity has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target Entity. The assets of the Target Entities do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities do not include any payable or other obligation or commitment to any Company Related Person.

  • Communications with Obligors; Grantors Remain Liable (a) The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables. (b) Upon the request of the Administrative Agent, at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Lender of any payment relating thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

  • Communications with Shareholders Any notices, reports, statements, or communications with Shareholders of any kind required under this Declaration, including any such communications with Shareholders or their counsel or other representatives required under Section 9.8 hereof, or otherwise made by the Trust or its agents on behalf of the Trust shall be governed by the provisions pertaining thereto in the Bylaws.

  • Transactions with Related Parties Borrower shall not purchase, acquire, or sell any equipment, other personal property, real property or services from or to any affiliate, except in the ordinary course of Borrower's business and upon fair and reasonable terms no less favorable than would be obtained by Borrower in a comparable arm's-length transaction with an unrelated Person.

  • Transactions with Insiders So long as the Notes are outstanding without a majority of the Subscribers consent, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, materially amend, materially modify or materially supplement, or permit any Subsidiary to enter into, materially amend, materially modify or materially supplement, any agreement, transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the Company’s tangible or intangible assets with any of its Insiders (as defined below)(or any persons who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined below) thereof, or with any individual related by blood, marriage, or adoption to any such individual. “Affiliate” for purposes of this Section 9(t) means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “Controls” for purposes of the Transaction Documents means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. For purposes hereof, “Insiders” shall mean any officer, director or manager of the Company, including but not limited to the Company’s president, chief executive officer, chief financial officer and chief operations officer, and any of their affiliates or family members.

  • Relations with Governments 26 5.29 Disclosure......................................................26 5.30

  • Obligations With Respect to Capital Stock Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

  • Transactions with Certain Persons Except as set forth on Schedule --------------------------------- 5.22, no officer, director or employee of the Company, nor any member of any such person's immediate family, is presently a party to any transaction with the Company, including without limitation, any contract, agreement or other arrangement(1) providing for the furnishing of services by, (2) providing for the rental of real or personal property from, or (3) otherwise requiring payments to (other than for services as officers, directors or employees of the Company ) any such person or corporation, partnership, trust or other entity in which any such person has an interest as a shareholder, officer, director, trustee or partner.

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