Custodian Obligations Clause Samples
Custodian Obligations. Certificates in negotiable form or securities entitlements representing all of the Shares to be sold by the Selling Stockholder hereunder have been placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by the Selling Stockholder to Mellon Investor Services LLC, as custodian (the “Custodian”). The Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable. The Selling Stockholder specifically agrees that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of the Selling Stockholder or by the occurrence of any other event. If the Selling Stockholder should die or become incapacitated, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing such Shares shall be delivered by or on behalf of the Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement.
Custodian Obligations. The Custodian and its directors, employees, agents and affiliates (collectively "Custodian Parties") assume no obligation nor shall any of them be subject to any liability under this Agreement or the Transfer Agreement to the Holders (including, without limitation, liability with respect to the validity or worth of the Vivendi Voting Rights), except that the Custodian agrees to perform its obligations specifically set forth in this Agreement and the Transfer Agreement without fraud, negligence, wilful misconduct or bad faith. Each of the Custodian Parties shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Vivendi Voting Rights, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Accredited Intermediary shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Accredited Intermediary being solely to Vivendi. Each of the Custodian Parties shall not be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any Holder or any other person believed by any of them in good faith to be competent to give such advice or information. The Custodian shall not be liable for any acts or omissions made by a successor Custodian whether in connection with a previous act or omission of the Custodian or in connection with any matter arising wholly after the removal or resignation of the Custodian, provided that in connection with the issue out of which such potential liability arises the Custodian performed its obligations without fraud, negligence, wilful misconduct or bad faith while it acted as Custodian. The Custodian shall not be responsible for any failure to carry out any instructions to vote any of the Vivendi Voting Rights, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is without fraud, negligence, wilful misconduct or bad faith while it acted as Custodian.
Custodian Obligations