Common use of Scope of Agency Clause in Contracts

Scope of Agency. (a) Xxxxx XX shall act solely as agent for Issuer under this Agreement and owes no duties hereunder to any other person. Xxxxx XX undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Xxxxx XX. (b) Xxxxx XX may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any communication from Issuer or its authorized agents or broker-dealers, or (ii) any written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Xxxxx XX to be genuine and to have been signed or given by the proper party or parties. In addition, Xxxxx XX is authorized to refuse to make any transfer that it determines in good faith not to be in good order. (c) In connection with any question of law arising in the course of Xxxxx XX performing its duties hereunder, Xxxxx XX may consult with legal counsel whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by Xxxxx XX hereunder in good faith and in reasonable reliance thereon. (d) Xxxxx XX may engage sub-agents or professional service providers to perform any of the Services. (e) Each Party will (directly or through its Affiliates or designated contractors provided however that delegation of any duty or obligation shall not relieve the Party of such duty or obligation) perform its duties and obligations in relation to such exhibits in a timely and professional manner consistent with industry standards.

Scope of Agency. (a) Xxxxx XX The Transfer Agent shall act solely as agent for Issuer Client under this Agreement and owes no duties hereunder to any other person. Xxxxx XX The Transfer Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Xxxxx XXthe Transfer Agent. (b) Xxxxx XX The Transfer Agent may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any communication from Issuer Client or its authorized agents or broker-dealers, or (ii) any written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Xxxxx XX the Transfer Agent to be genuine and to have been signed or given by the proper party or parties. In addition, Xxxxx XX the Transfer Agent is authorized to refuse to make any transfer that it determines in good faith not to be in good order. (c) In connection with any question of law arising in the course of Xxxxx XX the Transfer Agent performing its duties hereunder, Xxxxx XX the Transfer Agent may consult with legal counsel whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by Xxxxx XX the Transfer Agent hereunder in good faith and in reasonable reliance thereon. (d) Xxxxx XX Any instructions given by Client or its authorized agents or broker-dealers to the Transfer Agent orally shall be confirmed in writing by Client or such authorized agent or broker-dealer as soon as practicable. The Transfer Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions that do not conform with the written confirmation received in accordance with this Section 6(d). (e) The Transfer Agent may engage sub-agents or professional service providers to perform any of the Services. (e) Each Party will (directly or through its Affiliates or designated contractors provided however that delegation of any duty or obligation shall not relieve the Party of such duty or obligation) perform its duties and obligations in relation to such exhibits in a timely and professional manner consistent with industry standards.

Scope of Agency. (a) Xxxxx XX Mellon shall act solely as agent for Issuer Client under this Agreement and owes no duties hereunder to any other person. Xxxxx XX Mellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Xxxxx XXMellon. (b) Xxxxx XX Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any communication from Issuer Client, any predecessor Transfer Agent or its authorized agents co-Transfer Agent or brokerany Registrar (other than Mellon), predecessor Registrar or co-dealersRegistrar, or (ii) any written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Xxxxx XX Mellon to be genuine and to have been signed or given by the proper party or parties. In addition, Xxxxx XX Mellon is authorized to refuse to make any transfer that it determines in good faith not to be in good order. (c) In connection with any question of law arising in the course of Xxxxx XX Mellon performing its duties hereunder, Xxxxx XX Mellon may consult with legal counsel (including internal counsel) whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by Xxxxx XX Mellon hereunder in good faith and in reasonable reliance thereon. (d) Xxxxx XX may engage sub-agents or professional service providers Any instructions given by Client to perform any of the Services. (e) Each Party will (directly or through its Affiliates or designated contractors provided however that delegation of any duty or obligation Mellon orally shall be confirmed in writing by Client as soon as practicable. Mellon shall not relieve be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions that do not conform with the Party of such duty or obligation) perform its duties and obligations written confirmation received in relation to such exhibits in a timely and professional manner consistent accordance with industry standardsthis Section 6(d).