Common use of Reliance and Indemnification Clause in Contracts

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company, (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures, and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a shareholder of the Company, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a shareholder of the Company as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company.

Appears in 2 contracts

Samples: Transfer Agency and Registrar Services (NexPoint Credit Strategies Fund), Transfer Agency and Registrar Services Agreement (Masonite International Corp)

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Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto thereto, (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company, ; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures, ; and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s 's legal counselcounsel provided that AST acts reasonably pursuant to such advice. AST may, in any event, rely on advice received from its legal counselcounsel at its own expense, provided that AST acts reasonably pursuant to such advice. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a shareholder of the Company, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or securityShareholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a shareholder of the Company Shareholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company.

Appears in 2 contracts

Samples: Sub Transfer Agency and Registrar Services Agreement (Pioneer Diversified High Income Trust), Sub Transfer Agency and Registrar Services Agreement (Pioneer Diversified High Income Trust)

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the CompanyFund, unless, prior thereto (a) the Company Fund shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the CompanyFund, (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures, and (c) the Company Fund thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the CompanyFund’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company Fund or a shareholder of the CompanyFund, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company Fund or a shareholder of the Company Fund as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the CompanyFund.

Appears in 1 contract

Samples: Transfer Agency and Registrar Services Agreement (Templeton Dragon Fund Inc)

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the CompanyFund, unlessUNLESS, prior thereto thereto, (a) the Company Fund shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company, Fund; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures, ; and (c) the Company Fund thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s Fund's legal counsel, provided that AST acts reasonably pursuant to such advice. AST may, in any event, rely on advice received from its legal counselcounsel at its own expense, provided that AST acts reasonably pursuant to such advice. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company Fund or a shareholder of the Company, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or securityshareholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company Fund or a shareholder of the Company as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the CompanyFund.

Appears in 1 contract

Samples: Transfer Agency and Registrar Services Agreement (First Trust Active Dividend Income Fund)

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the CompanyFund, unless, prior thereto (a) the Company Fund shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the CompanyFund, (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures, and (c) the Company Fund thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the CompanyFund’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company Fund or a shareholder of the CompanyFund, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company Fund or a shareholder of the Company Fund as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company.Fund. AST Confidential and Proprietary Information – Version February 2014

Appears in 1 contract

Samples: Transfer Agency and Registrar Services Agreement (Templeton Global Income Fund)

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Reliance and Indemnification. 6.01 6.01. AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company, (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures, and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a shareholder of the Company, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a shareholder of the Company as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company.

Appears in 1 contract

Samples: Agreement (NexPoint Credit Strategies Fund)

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the CompanyIssuer, unlessUNLESS, prior thereto thereto, (a) the Company Issuer shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company, Issuer; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures, ; and (c) the Company Issuer thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s Issuer's legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company Issuer or a shareholder of the Company, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or securitySecurityholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company Issuer or a shareholder of the Company Securityholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the CompanyIssuer.

Appears in 1 contract

Samples: Transfer Agency and Registrar Services Agreement (Cornerstone Progressive Return Fund)

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company, (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures, and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions as provided to the Company that are received from the Company’s legal counsel. AST may, in any event, rely on advice received in good faith from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a shareholder of the Company, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a shareholder of the Company as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company.

Appears in 1 contract

Samples: Transfer Agency and Registrar Services Agreement (Source Capital Inc /De/)

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