Common use of Exit Procedure Clause in Contracts

Exit Procedure. The Customer will provide X.X. Xxxxxx full details of the persons to whom X.X. Xxxxxx must deliver Financial Assets and cash within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, X.X. Xxxxxx shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Financial Assets and cash to a successor custodian, but X.X. Xxxxxx may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that X.X. Xxxxxx is unwilling to assume any related credit risk. X.X. Xxxxxx will in any event be entitled to deduct any amounts owing to it from the Cash Account prior to delivery of the Financial Assets and cash. In the event that insufficient funds are available in the Cash Account, the Customer agrees that X.X. Xxxxxx may, in such manner and, at such time or times as X.X. Xxxxxx in its sole discretion sees fit, liquidate any Financial Assets that X.X. Xxxxxx in its sole discretion may select, in the Securities Account in order to deduct such amount from the proceeds (and, accordingly, X.X. Xxxxxx will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). The Customer will reimburse X.X. Xxxxxx promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

Exit Procedure. The Customer will provide X.X. Xxxxxx full details of the persons to whom X.X. Xxxxxx must deliver Financial Assets and cash within a reasonable period before the effective time of termination of this Agreement. X.X. Xxxxxx will act in accordance with all Instructions delivered to it by the Customer with respect to such delivery and transition of custody responsibilities to a successor custodian provided that such Instructions shall be reasonable and practicable and not in conflict with any provision of this Agreement. If the Customer fails to provide such details in a timely manner, X.X. Xxxxxx shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Financial Assets and cash to a successor custodian, but X.X. Xxxxxx may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that X.X. Xxxxxx is unwilling to assume any related credit risk. X.X. Xxxxxx will in any event be entitled to deduct any amounts owing to it from the Cash Account prior to delivery of the Financial Assets and cash. In the event that insufficient funds are available in the Cash Account, the Customer agrees that X.X. Xxxxxx may, in such manner and, at such time or times as X.X. Xxxxxx in its sole discretion sees fit, liquidate any Financial Assets that X.X. Xxxxxx in its sole discretion may select, in the Securities Account in order to deduct such amount from the proceeds (and, accordingly, X.X. Xxxxxx will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). The Customer will reimburse X.X. Xxxxxx promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination. As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to X.X. Xxxxxx under this Agreement, X.X. Xxxxxx agrees to transfer such records and related supporting documentation as are customarily transferred by an exiting global custodian, to any replacement provider of the services or to such other person as the Customer may direct. X.X. Xxxxxx will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as X.X. Xxxxxx customarily charges for such assistance. The Customer undertakes to use its best efforts to appoint a new custodian as soon as reasonably practicable following the termination of this Agreement.

Exit Procedure. The Customer will provide X.X. Xxxxxx full details of the persons to whom X.X. Xxxxxx must deliver Financial Assets and cash within a reasonable period before the effective time of termination of this Agreement. X.X. Xxxxxx will act in accordance with all Instructions delivered to it by Customer with respect to such delivery and transition of custody responsibilities to a successor Custodian provided that such Instruction shall be reasonable and practicable and not in conflict with any provision of this Agreement. If the Customer fails to provide such details in a timely manner, X.X. Xxxxxx shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Financial Assets and cash to a its successor custodian, but X.X. Xxxxxx may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that X.X. Xxxxxx is unwilling to assume any related credit risk. X.X. Xxxxxx will in any event be entitled to deduct any amounts owing to it from that are not the Cash Account subject of a bona fide dispute prior to delivery of the Financial Assets and cash. In the event that insufficient funds are available in the Cash Account, the Customer agrees that X.X. Xxxxxx may, in such manner and, at such time or times as X.X. Xxxxxx in its sole discretion sees fit, liquidate any Financial Assets that X.X. Xxxxxx in its sole discretion may select, in the Securities Account in order to deduct such amount from the proceeds cash (and, accordingly, X.X. Xxxxxx will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). The Customer will reimburse X.X. Xxxxxx promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

Exit Procedure. The Customer will provide X.X. J.X. Xxxxxx full details of the persons to whom X.X. J.X. Xxxxxx must deliver Financial Assets and cash within a reasonable period before the effective time of termination of this Custody Agreement. If the Customer fails to provide such details in a timely manner, X.X. J.X. Xxxxxx shall be entitled to continue to be paid fees under this Custody Agreement until such time as it is able to deliver the Financial Assets and cash to a successor custodian, but X.X. J.X. Xxxxxx may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that X.X. J.X. Xxxxxx is unwilling to assume any related credit risk. X.X. J.X. Xxxxxx will in any event be entitled to deduct any amounts owing to it from the Cash Account prior to t o delivery of the Financial Assets and cash. In the event that insufficient funds are available in the Cash Account, the Customer agrees that X.X. Xxxxxx may, in such manner and, at such time or times as X.X. Xxxxxx in its sole discretion sees fit, liquidate any Financial Assets that X.X. Xxxxxx in its sole discretion may select, in the Securities Account in order to deduct such amount from the proceeds cash (and, accordingly, X.X. J.X. Xxxxxx will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). The Customer will reimburse X.X. J.X. Xxxxxx promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Custody Agreement prior to such termination.