Acting on Instructions; Unclear Instructions Clause Samples
The "Acting on Instructions; Unclear Instructions" clause defines how a party should proceed when receiving instructions from the other party, particularly addressing situations where those instructions may be ambiguous or unclear. Typically, this clause requires the receiving party to seek clarification before acting if the instructions are not sufficiently detailed or are open to multiple interpretations. For example, if a client provides vague directions to a service provider, the provider must request further information before proceeding. The core function of this clause is to prevent misunderstandings and errors by ensuring that all parties act only on clear, well-understood instructions, thereby reducing the risk of disputes or unintended outcomes.
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Acting on Instructions; Unclear Instructions. (a) Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank (“Instructions”). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Bank’s negligence, bad faith, fraud, or willful misconduct.
(b) Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded.
(c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank shall not, except as provided in Section 7.1 hereof, be liable for any loss arising from any delay while it seeks such clarification or confirmation.
(d) In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency within an Instruction between the name and identifying number of any party in payment orders issued to Bank in Customer’s name.
Acting on Instructions; Unclear Instructions. (a) Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer will indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement.
(b) Unless otherwise expressly provided, all Instructions will continue in full force and effect until canceled or superseded.
(c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank will not be liable for any loss arising from any delay while it seeks such clarification or confirmation.
(d) In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency between the name and identifying number of any party in payment orders issued to Bank in Customer’s name.
Acting on Instructions; Unclear Instructions. (a) The Trust authorizes ▇.▇. ▇▇▇▇▇▇ to accept, rely upon and/or act upon any Instructions received by it without inquiry. The Trust will indemnify the ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the ▇.▇. ▇▇▇▇▇▇ Indemnitees as a result of any action or omission taken in accordance with any Instruction unless the Liabilities result from an act of negligence, fraud or willful misconduct on the part of the ▇.▇. ▇▇▇▇▇▇ Indemnitees with respect to the manner in which such Instructions are followed.
(b) ▇.▇. ▇▇▇▇▇▇ shall promptly notify an Authorized Person or Shareholder, as applicable, if an Instruction does not contain all information reasonably necessary for ▇.▇. ▇▇▇▇▇▇ to carry out the Instruction. ▇.▇. ▇▇▇▇▇▇ may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. ▇.▇. ▇▇▇▇▇▇ will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction while it seeks such missing information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification satisfactory to it.
Acting on Instructions; Unclear Instructions. (a) The Customer hereby agrees and acknowledges that JPMorgan may rely on the current list of Authorized Persons, as provided or agreed to by Customer and as may be amended from time to time and authorizes JPMorgan to accept and act upon any Instructions received by it without inquiry. Where reasonably practicable, Customer and JPMorgan agree to use automated and electronic means of sending Instructions.
(b) JPMorgan shall promptly notify an Authorized Person if an Instruction does not contain all information reasonably necessary for JPMorgan to carry out the Instruction. JPMorgan will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction pending receipt of such missing information, clarification or confirmation unless the losses result from an act of negligence, fraud or willful misconduct on the part of JPMorgan.
Acting on Instructions; Unclear Instructions. (a) Treasurer authorizes Custodian to accept and act upon any Instructions.
(b) Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded.
(c) Custodian shall seek clarification or confirmation of unclear Instructions or Instructions with respect to which it has actual knowledge are conflicting from an Authorized Person and shall decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it; provided, however, that Custodian shall have no responsibility with respect to Instructions that are submitted via “straight through processing”. Custodian shall not be liable for any loss arising from any delay while it seeks clarification or confirmation.
(d) In executing or paying a payment order, Custodian may rely upon the identifying number (e.g., Fedwire routing number or account) of any party as instructed in the payment order. Treasurer, on behalf of Beneficial Owner, assumes full responsibility for any inconsistency between the name and identifying number of any party in payment orders issued to Custodian in Treasurer’s name.
Acting on Instructions; Unclear Instructions. (a) Customer and Fund authorize Bank to accept and act upon any Instructions received by it without inquiry. Customer and Fund agree, jointly and severally, to indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement.
(b) Unless otherwise expressly provided, all Instructions will continue in full force and effect until canceled or superseded.
(c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank will not be liable for any loss arising from any delay while it seeks such clarification or confirmation.
(d) In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer and Fund assume full responsibility for any inconsistency between the name and identifying number of any party in payment orders issued to Bank in Customer’s or Fund’s name.
Acting on Instructions; Unclear Instructions. (a) The Trustee is authorized to act under this Agreement (or to refrain from taking action) in accordance with instructions, notices, or directions received by the Trustee, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to the Trustee (“Instructions”). The Trustee will have no responsibility for the authenticity or propriety of any Instructions that the Trustee believes in good faith to have been given by an authorized Person or which are transmitted with proper testing or authentication pursuant to terms and conditions that the Trustee may specify. The Trustee is authorized to the extent permitted by Applicable Law to accept and act upon any Instructions received by it without inquiry.
(b) Unless otherwise expressly provided, all Instructions will continue in full force and effect until canceled or superseded.
(c) Trustee may seek clarification of an Instruction from an authorized Person and may decline to act upon an Instruction if it does not receive clarification. Trustee will not be liable for any loss arising from any delay while it seeks such clarification.
Acting on Instructions; Unclear Instructions. (a) The Customer hereby agrees and acknowledges that Service Provider may rely on the current list of Authorized Persons, as provided or agreed to by Customer and as may be amended from time to time and authorizes Service Provider to accept and act upon any Instructions received by it without inquiry. Where reasonably practicable, Customer and Service Provider agree to use automated and electronic means of sending Instructions.
(b) Service Provider shall promptly notify an Authorized Person if an Instruction does not contain all information reasonably necessary for Service Provider to carry out the Instruction. Service Provider will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction pending receipt of such missing information, clarification or confirmation unless the losses result from an act of negligence, fraud or willful misconduct on the part of Service Provider.
Acting on Instructions; Unclear Instructions. (a) Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance withthe instructions received by Bank, via telephone, telex, facsimile transmission, orotherteleprocessor electronic instructionortrade information system acceptabletoBank ("Instructions"). Bankshallhaveno responsibility forthe authenticity or propriety ofany Instructions thatBank believesingoodfaithtohavebeengivenby Authorized Personsorwhicharetransmittedwithpropertestingorauthentication pursuant totermsand conditions thatBankmay specify. Customer authorizes Bankto acceptandactuponanyInstructions receivedbyitwithout inquiry. Customer shall indemnifytheBank Indemnitees against, andholdeachofthem harmless from,anyLiabilities thatmaybeimposedon,incurredby,orasserted against theBank Indemnitees asaresultofanyactionoromissiontakenin accordance withany InstructionsorotherdirectionsuponwhichBankisauthorized torely underthetermsofthisAgreement.
(b) Unlessotherwiseexpresslyprovided,allInstructionsshall continuein fullforceandeffectuntilcanceledorsuperseded. <PAGE>
(c) Bankmay(initssolediscretionandwithoutaffectinganypart ofthis Section 3.1)seek clarification or confirmation ofan Instruction ▇▇▇▇▇▇ Authorized Person andmay declinetoactuponan Instruction ifit doesnot receive clarification or confirmation satisfactory toit.Bankshall notbe liableforanylossarisingfromanydelaywhileitseekssuch clarificationor confirmation.
(d) In executing or paying a payment order Bank may rely uponthe identifying number (e.g. Fedwire routing numberoraccount)ofany partyas instructedinthepaymentorder. Customerassumesfull responsibility forany inconsistency withinanInstruction betweenthenameandidentifying numberof anypartyinpaymentordersissuedtoBankinCustomer'sname.
Acting on Instructions; Unclear Instructions. (a) The Customer authorizes ▇.▇. ▇▇▇▇▇▇ to accept and act upon any Instructions received by it without inquiry, subject to those inquiries specified in the definition of “Instruction” in Section 1.2 of this Agreement, and ▇.▇. ▇▇▇▇▇▇ will act upon any Instructions of the Customer in accordance with this Agreement. The Customer is solely responsible for the accuracy and completeness of Instructions, their proper delivery to ▇.▇. ▇▇▇▇▇▇, for updating Instructions as may be necessary to ensure their continued accuracy and completeness, and for monitoring their status. ▇.▇. ▇▇▇▇▇▇ will not be responsible for any Liabilities resulting from the Customer’s failure to perform these responsibilities. The Customer will indemnify ▇.▇. ▇▇▇▇▇▇ in accordance with Section 6.1(c) for Liabilities ▇.▇. ▇▇▇▇▇▇ incurs as a result of any action or omission taken by ▇.▇. ▇▇▇▇▇▇ in accordance with any Instruction, subject to the limitations in that Section.
(b) To the extent possible, Instructions to ▇.▇. ▇▇▇▇▇▇ shall be sent via an encrypted, electronic means using technology consistent with industry standards, or a trade information system acceptable to ▇.▇. ▇▇▇▇▇▇.
(c) ▇.▇. ▇▇▇▇▇▇ shall promptly notify the Customer if ▇.▇. ▇▇▇▇▇▇ determines that an Instruction does not contain all information reasonably necessary for ▇.▇. ▇▇▇▇▇▇ to carry out the Instruction and shall promptly seek to clarify the Instruction with the Customer. ▇.▇. ▇▇▇▇▇▇ may decline to act upon an Instruction if it does not receive missing information, clarification or confirmation satisfactory to it (acting reasonably) and will promptly notify the Customer if it is declining to act upon an Instruction. Subject to ▇.▇. ▇▇▇▇▇▇ acting in accordance with its standard of care in Section 6.1(a), ▇.▇. ▇▇▇▇▇▇ will not be liable for any Liabilities arising from any reasonable delay in carrying out any such Instruction while it seeks any such missing information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive such missing information, clarification or confirmation satisfactory to it (acting reasonably).