Safekeeping of Company Assets. The Custodian shall not be responsible for (a) the safekeeping of Investments not delivered or that are not caused to be issued to it or its Sub-custodians, or, (b) pre-existing faults or defects in Investments that are delivered to the Custodian or its Sub-custodians. The Custodian shall hold Investments for the account of the Company and shall segregate Investments from assets belonging to the Custodian and shall cause its Sub-custodians to segregate Investments from assets belonging to the Sub-custodian in an account held for the Company or in an account maintained by the Sub-custodian generally for non-proprietary assets of the Custodian. In the event of a loss of a Security for which loss the Custodian is responsible under the terms of this Agreement, the Custodian shall replace such Security, or in the event that such replacement cannot be effected, the Custodian shall pay to the Company the fair market value of such Investment based on the last available price as of the close of business in the relevant market on the date that a claim was first made to the Custodian with respect to such loss, or, such other lesser amount as shall be agreed by the parties.
Safekeeping of Company Assets. Manager shall not employ Company funds or Company Assets in any manner except for the exclusive benefit of the Company. Manager shall at all times use commercially reasonable efforts at the Company’s expense to maintain the minimum insurance coverage on the Project approved by the Members from time to time in connection with the approval of the Development Plan or the Annual Plan with respect to the Project. 21
Safekeeping of Company Assets. Manager shall not employ Company funds or Company Assets in any manner except for the exclusive benefit of the Company. Manager shall at all times use commercially reasonable efforts at the Company’s expense to maintain the minimum insurance coverage on the Project approved by the Members from time to time in connection with the approval of the Development Plan or the Annual Plan with respect to the Project. 21 4.6 Contracts with the Hines Member and Affiliates of the Xxxxx Member.
(a) The Company may enter into agreements directly with a Xxxxx Affiliate, and the validity of any such transaction, agreement, or payment shall not be affected by reason of any relationship between the Company and such Xxxxx Affiliates, provided that such agreements are provided for in the Development Plan or an Approved Annual Plan or otherwise (i) such agreements do not result in expenditures or concessions by the Company in excess of the amount or terms that would be paid or agreed to by the Company in arm’s length agreements with unrelated parties with comparable experience, capability and expertise in the same business as the contracting Xxxxx Affiliate in the same geographic area as the Company and (ii) the Company first obtains the prior written approval of BMDC of such agreement and any amendment thereto.
(b) The parties hereby acknowledge that the Development Management Agreement between the Company and the Xxxxx Member or a Xxxxx Affiliate, and the fees, payments, expenditures and reimbursements described therein, satisfy the provisions of this Section 4.6. The Development Management Agreement requires the Development Manager to provide certain reports and information to the Company. The Xxxxx Member or Xxxxx Affiliate that is the Development Manager will provide BMDC with copies of any or all such reports and information as BMDC may request.
Safekeeping of Company Assets. The Custodian shall hold Investments delivered to it or Subcustodians for the Company in accordance with the provisions of this Section. The Custodian shall not be responsible for (a) the safekeeping of Investments not delivered or that are not caused to be issued to it or its Subcustodians, or, (b) pre-existing faults or defects in Investments that are delivered to the Custodian or its Subcustodians. The Custodian is hereby authorized to hold with itself or a Subcustodian, and to record in one or more accounts, all Investments delivered to and accepted by the Custodian, any Subcustodian or their respective agents pursuant to an Instruction or in consequence of any corporate action or income event. The Custodian shall hold Investments for the account of the Company and shall segregate Investments from assets belonging to the Custodian and shall cause its Subcustodians to segregate Investments from assets belonging to the Subcustodian in an account held for the Company or in an account maintained by the Subcustodian generally for non-proprietary assets of the Custodian.
Safekeeping of Company Assets. The Custodian shall hold Investments delivered to it or the Subcustodians for the Company in accordance with the provisions of this Section 5. The Custodian shall not be responsible for (a) the safekeeping of Investments not delivered or not caused to be issued to it or the Subcustodians, or, (b) pre-existing faults or defects in Investments that are delivered to the Custodian or the Subcustodians. The Custodian shall promptly notify the Company of any such pre-existing fault or defect of which it has actual knowledge. The Custodian is hereby authorized to hold with itself or a Subcustodian, and to record in one or more accounts, all Investments delivered to and accepted by the Custodian, any Subcustodian or their respective agents pursuant to an Instruction or in consequence of any corporate action. The Custodian shall hold Investments for the account of the Company and shall segregate Investments from assets belonging to the Custodian and shall cause its Subcustodians to segregate Investments from assets belonging to the Subcustodian in an account or subaccount held for the relevant Fund or in an account maintained by the Subcustodian generally for non-proprietary assets of the Custodian.
Safekeeping of Company Assets. The Managers and Cxxxxxx Financial shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Company, whether or not in the immediate possession or control of the Managers or Cxxxxxx Financial. The Managers and Cxxxxxx Financial shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Company. In addition, the Managers and Cxxxxxx Financial shall not permit any Member to contract away the fiduciary obligation owed to the Members by the Managers or Cxxxxxx Financial under common law
