Evaluation of Written Contracts Sample Clauses

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).
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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, 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. In making this determination, the Delegate shall ensure that the terms of such contracts comply with the provisions of Rule 17f-5(c)(2), as set forth in Appendix C to this Agreement.
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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.
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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).
Sample 1Sample 2Sample 3
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.
Sample 1Sample 2Sample 3
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.
Sample 1
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;
Sample 1
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Related to Evaluation of Written Contracts

  • Termination by Mutual Written Consent This Agreement may be terminated and the transactions contemplated hereby may be abandoned, for any reason and at any time prior to the Closing Date, by the mutual written consent of the Company and Buyer.

  • Retention of Written Communications The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

  • Company Additional Written Communications The Company has not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representative expressly for use in any Company Additional Written Communication.

  • Written Consent Any action required or permitted to be taken by a vote of Partners at a meeting may be taken without a meeting if a Majority in Interest of the Partners consent thereto in writing.

  • Distribution of Written Materials Any written materials distributed by the Trustee to the Beneficiaries pursuant to this Agreement shall be sent by mail (or otherwise communicated in the same manner as Holdings utilizes in communications to holders of Holdings Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each Beneficiary at its address as shown on the books of the Partnership. The Partnership shall provide or cause to be provided to the Trustee for purposes of communication, on a timely basis and without charge or other expense:

  • Action by Written Consent Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of law or the Declaration of Trust or these Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Amendments in Writing, Integration All amendments to this Agreement must be in writing and signed by Borrower and Bank. This Agreement represents the entire agreement about this subject matter, and supersedes prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement merge into this Agreement and the Loan Documents.

  • Written Consents Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by at least two (2) Directors. Such consents shall be filed with the minutes of the proceedings of the Board.

  • Action by Written Consent or Telephone Conference Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.

  • Shareholder Action by Written Consent Any action which may be taken by Shareholders by vote may be taken without a meeting if the holders entitled to vote thereon of the proportion of Shares required for approval of such action at a meeting of Shareholders pursuant to Section 10.4 consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

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