Directions and Communications Clause Samples

Directions and Communications. 9.1 All Directions shall be given in one of the methods authorized by Section 7.6 below and shall be given by an Authorised Person. 9.2 The Client shall, from time to time, provide to the Custodian with a certificate confirming the identity of all Authorised Persons. The Client shall keep the Custodian informed as to any changes in the Authorised Persons and the Custodian shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Client for the purposes of this agreement until a later certificate is delivered to the Custodian. 9.3 Without limiting clause 7.2, in the case of Directions sent by email or over the internet, the parties acknowledge that it may not be possible for such Directions to be executed; however, the Custodian shall nevertheless be protected in relying on such Directions as if they were written Directions from the Client executed by an Authorised Person. The Custodian shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Client, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Client. 9.4 Without limitation, the Custodian shall: (a) be fully protected in acting upon any Direction believed by it to be genuine, acting in good faith, and presented by an Authorised Person and be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement. 9.5 The Custodian shall act in accordance with Directions given by an Authorised Person in accordance with this clause 7, and shall be fully protected and absolved from any liability arising therefrom provided that the Custodian has implemented such Directions in accordance with the standard of care. Further, notwithstanding anything else in this agreement, the Custodian shall not be required to comply with Directions to settle the purchase of any Securities on behalf of the Client unless there is sufficient cash in the Bank Account at the time, nor shall the Custodian be required to comply with Directions to settle the sale of any securities on behalf of the Client unless such securities are in deliverable form. If the Custodian is not provided with Directions when required hereunder, then the Custodian shall be fully protected and absolved from any l...