INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company for Proper Instructions and may consult with its own legal counsel at the expense of the Administrator or outside counsel for the Company or the independent accountants for the Company at the expense of the Company, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the Company, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Company. Nothing in this paragraph shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 6 contracts
Samples: Administration Agreement (Advantus Series Fund Inc), Administration Agreement (Advantus Series Fund Inc), Administration Agreement (Variable Annuity Account)
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company or other Authorized Persons for Proper Instructions instructions and may consult with its own legal counsel at the expense of the Administrator or outside counsel for the Company or the independent accountants for the Company at the expense of the Company, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Subject to Section 8 hereof, the Administrator shall not be liable, and shall be indemnified by the Company, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Company. Nothing in this paragraph section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 5 contracts
Samples: Administration Agreement (Goldman Sachs Middle Market Lending LLC II), Administration Agreement (Goldman Sachs Private Middle Market Credit II LLC), Administration Agreement (Goldman Sachs Middle Market Lending Corp.)
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company Trusts or his or her designee for Proper Instructions instructions and may consult with its own legal counsel at the expense of the Administrator or outside counsel for the Company Trusts or the independent accountants for the Company Trusts at the expense of the CompanyTrusts, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the CompanyTrusts, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the CompanyTrusts. Nothing in this paragraph section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 4 contracts
Samples: Master Administration Agreement (Highland Global Allocation Fund), Master Administration Agreement (Highland Global Allocation Fund Ii), Master Administration Agreement (Highland Funds I)
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company or other Authorized Persons for Proper Instructions instructions and may consult with its own legal counsel at the expense of the Administrator or outside counsel for the Company or the independent accountants for the Company at the expense of the Company, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Subject to Section 8 hereof, the Administrator shall not be liable, and shall be indemnified by the each Company, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Company. Nothing in this paragraph section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 3 contracts
Samples: Administration Agreement (Goldman Sachs Private Markets Fund 2018 (B) LLC), Administration Agreement (Goldman Sachs Private Markets Fund 2018 (A) LLC), Administration Agreement (Goldman Sachs Private Markets Fund 2018 LLC)
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company Trust for Proper Instructions instructions and may consult with its own legal counsel at the its own expense of the Administrator or outside counsel for the Company Trust or the independent accountants for the Company Trust at the expense of the CompanyTrust, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the CompanyTrust, for any action taken or omitted by it in good faith faith, without negligence and in reliance upon any such Proper Instructions instructions or advice or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the CompanyTrust. Nothing in this paragraph shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.”
Appears in 2 contracts
Samples: Master Administration Agreement (Brighthouse Funds Trust I), Master Administration Agreement (Metropolitan Series Fund)
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company or the Trust for Proper Instructions instructions and may may, with prior approval of the Company (such approval not to be unreasonably withheld), consult with its own legal counsel at the expense of the Administrator or outside counsel for the Company or the independent accountants for the Company at the expense of the Company, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the Company, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by an officer or other representative of the proper person Company or personsthe Trust. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the CompanyCompany or the Trust. Nothing in this paragraph shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 2 contracts
Samples: Administration Agreement (Massmutual Select Funds), Administration Agreement (Massmutual Premier Funds)
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of a Trust or the Company Trust’s investment adviser or their designee for Proper Instructions instructions and may consult with its own legal counsel at the expense of the Administrator or outside counsel for the Company Trusts or the independent accountants for the Company Trust at the expense of the CompanyTrusts, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the CompanyTrusts, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by an officer or other representative of the proper person or personsTrusts. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Companyapplicable Trust. Nothing in this paragraph shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 2 contracts
Samples: Administration Agreement (H&q Healthcare Investors), Administration Agreement (H&q Life Sciences Investors)
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company or his or her designee for Proper Instructions instructions and may may, after providing notice to the Company, consult with its own legal counsel at the expense of the Administrator or outside counsel for the Company or the independent accountants for the Company at the expense of the Company, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the Company, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Company. Nothing in this paragraph section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 2 contracts
Samples: Administration Agreement (Calvert SAGE Fund), Administration Agreement (Calvert Responsible Index Series, Inc.)
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company Trust for Proper Instructions instructions and may consult consult, when reasonably necessary in its good faith judgement, with its own legal counsel at the expense of the Administrator or outside counsel for the Company Trust or the independent accountants for the Company Trust at the expense of the CompanyTrust, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the CompanyTrust, for any action reasonably taken or reasonably omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the CompanyTrust. Nothing in this paragraph shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 1 contract
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company Trust for Proper Instructions instructions and may consult with its own legal counsel at the expense of the Administrator or outside counsel for the Company Trust or the independent accountants for the Company Trust at the expense of the CompanyTrust where prior consent for such expense has been provided by the Trust, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the CompanyTrust, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the CompanyTrust. Nothing in this paragraph shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 1 contract
Samples: Administration Agreement (Fresco Index Shares Funds)
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company Trust or his or her designee for Proper Instructions instructions and may consult with its own legal counsel counsel, at its own expense, or, in consultation with the expense of the Administrator or Trust, with outside counsel for the Company Trust or the independent accountants for the Company Trust at the expense of the CompanyTrust, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the CompanyTrust, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the CompanyTrust. Nothing in this paragraph section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 1 contract
Samples: Administration Agreement (O'Connor Fund of Funds: Masters)
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company (who is not an employee of the Company) for Proper Instructions instructions and may consult with its own legal counsel at the expense of the Administrator or outside counsel for the Company or the independent accountants for the Company at the expense of the Company, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator may consult with its own legal counsel at its own cost. The Administrator shall not be liable, and shall be indemnified by the Company, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Company. Nothing in this paragraph shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 1 contract
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company Trust or the Trust’s investment adviser or their designee for Proper Instructions instructions and may consult with its own legal counsel at the expense of the Administrator or outside counsel for the Company Trust or the independent accountants for the Company Trust at the expense of the CompanyTrust, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the CompanyTrust, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by an officer or other representative of the proper person or personsTrust. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the CompanyTrust. Nothing in this paragraph shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 1 contract
Samples: Form of Administration Agreement (Tekla Healthcare Opportunities Fund)
INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Company Trust or the Trust’s investment adviser or their designee for Proper Instructions instructions and may consult with its own legal counsel at the expense of the Administrator or outside counsel for the Company Trust or the independent accountants for the Company Trust at the expense of the CompanyTrust, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the CompanyTrust, for any action taken or omitted by it in good faith in reliance upon any such Proper Instructions instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by an officer or other representative of the proper person or personsTrust. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the CompanyTrust. Nothing in this paragraph Section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
Appears in 1 contract
Samples: Administration Agreement (Tekla World Healthcare Fund)