Evaluation of Written Contracts Clause Samples
The 'Evaluation of Written Contracts' clause establishes the process and criteria for reviewing and assessing the terms and validity of written agreements between parties. Typically, this clause outlines who is responsible for the evaluation, the standards or benchmarks to be used, and the timeframe within which the review must occur. For example, it may require that all contracts be reviewed by legal counsel before execution to ensure compliance with applicable laws and organizational policies. The core function of this clause is to ensure that all written contracts are thoroughly vetted to prevent misunderstandings, legal disputes, or unenforceable terms, thereby protecting the interests of the parties involved.
Evaluation of Written Contracts. In exercising the authority delegated under this Agreement to enter into written contracts governing Fund's foreign custody arrangements with an Eligible Foreign Custodian, Delegate shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to Eligible Foreign Custodians in the relevant market. In making this determination, Delegate shall ensure that the terms of such contracts comply with the provisions of Rule 17f-5(c)(2).
Evaluation of Written Contracts. In exercising the authority delegated under this Agreement to enter into written contracts governing Fund's foreign custody arrangements with an Eligible Foreign Custodian, Delegate shall determine that such contracts (or, in the case of a Securities Depository, such contract, the rules or established practices or procedures of the depository, or any combination of the foregoing) provide reasonable care for Assets based on the standards applicable to Eligible Foreign Custodians in the relevant market after considering all relevant factors, including those set forth in a. above. In making this determination, Delegate shall ensure that the terms of such contracts comply with the requirements of Rule 17f-5(c)(2).
Evaluation of Written Contracts. In exercising the authority delegated under this Agreement to enter into written contracts governing Fund’s foreign custody arrangements with an Eligible Foreign Custodian, Bank shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to Eligible Foreign Custodians in the relevant market. In making this determination, Bank shall ensure that the terms of such contracts comply with the provisions of Rule 17f-5(c)(2).
Evaluation of Written Contracts. In exercising the authority delegated under this Agreement to enter into written contracts governing Fund's foreign custody arrangements with an Eligible Foreign Custodian, Delegate shall determine that such contracts provide reasonable care for Foreign Assets based on the standards described in Section 7(b) above. In making this determination, Delegate shall ensure that the terms of such contracts comply with the provisions of Rule 17f-5(c)(2). The Delegate shall use its best efforts to ensure that each contract with an Eligible Foreign Custodian shall provide indemnification rights that match the indemnification rights of the Fund hereunder, including indemnification for any Claim (as defined below) arising as a result of the negligence, willful misfeasance or bad faith of the Eligible Foreign Custodian.
Evaluation of Written Contracts. In exercising the authority delegated under this Agreement to enter into written contracts governing Fund's foreign custody arrangements with an Eligible Foreign Custodian, Delegate shall determine that such contracts provide reasonable care for Foreign Assets based on the standards described in Section 7(b) above. In making this determination, Delegate shall ensure that the terms of such contracts comply with the provisions of Rule 17f-5(c)(2). The Delegate shall use its best efforts to ensure that each contract with an Eligible Foreign Custodian shall provide indemnification rights that match the indemnification rights of the Fund hereunder, including indemnification for any Claim (as defined below) arising from the negligence, willful misfeasance or bad faith of the Eligible Foreign Custodian. The Delegate shall provide Fund a list of each of the Fund's foreign custody arrangements with an Eligible Foreign Custodian that does not provide for indemnification for Claims arising from the negligence of the Eligible Foreign Custodian. The Delegate agrees to promptly notify Fund of any change in any of the Fund's foreign custody arrangement such that the list so provided (or any amended list) is no longer accurate or complete by delivering to Fund an amended list and shall, upon request, provide a summary of the indemnification clauses in the contracts governing the Fund's foreign custodial arrangements.
Evaluation of Written Contracts. (i) In exercising the authority delegated under this Agreement to enter into written contracts governing Fund's foreign custody arrangements with an Eligible Foreign Custodian, Delegate shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to Eligible Foreign Custodians in the relevant market. In making this determination, Delegate shall ensure that the terms of such contracts shall include provisions that provide for indemnification or insurance arrangements (or any combination of the foregoing) so that the Fund will be adequately protected against the risk of loss of the Foreign Assets held in accordance with the contract;
(ii) that the Foreign Assets will not be subject to any right, 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 the Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws;
(iii) that beneficial ownership of the Foreign 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 Foreign 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 or confirmation of the contents of those records; and
(vi) That the Fund will receive periodic reports with respect to the safekeeping of the Foreign Assets, including, but not limited to, notification of any transfer of the Foreign Assets to or from the Fund's account or a third party account containing the Foreign Assets held for the benefit of the Fund. The contract may contain, in lieu of any or all of the provisions set forth in (i) through (vi) above, such other provisions that Delegate determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the provisions set forth in (i) through (vi) above, in their entirety.
Evaluation of Written Contracts. In exercising the authority delegated under this Agreement to enter into written contracts governing the Fund's foreign custody arrangements with an Eligible Foreign Custodian, the Delegate shall determine that such contracts (or, in the case of a securities depository other than a Compulsory Depository, such contract, the rules or established practices and procedures of such depository, or any combination of the foregoing) provide reasonable care for Assets based on the standards applicable to Eligible Foreign Custodians in the relevant market. In making this determination, the Delegate shall determine that such contract either contains the terms described in Rule 17f-5(c)(2)(i) or, in lieu of any or all of such terms, contains other provisions which Delegate determines will provide in their entirety, the same or a greater level of care and protection for the Fund's assets as the provisions of Rule 17f-5(c)(2)(i) in their entirety. In addition, with respect to Eligible Foreign Custodians that are Non-Compulsory Depositories, Delegate may make such determination based on the contract, the rules or established practices and procedures of such depository, or any combination thereof.