Common use of Order Taking Process Clause in Contracts

Order Taking Process. 1. The Order Taker will receive creation or redemption orders from the Authorized Participants in accordance with the Prospectus of the Trust and any procedures established in the AP Handbook; In the event of any conflict between the Prospectus of the Trust and any procedures established in the AP Handbook, the Prospectus of the Trust shall prevail, provided, that the foregoing provisions in this paragraph A.1 shall not apply to any updates to a Prospectus of the Trust impacting ▇.▇. ▇▇▇▇▇▇’▇ obligations under this Agreement until ▇.▇. ▇▇▇▇▇▇ has received written notice, including notice by email, identifying such change and ▇.▇. ▇▇▇▇▇▇ has had a reasonable opportunity to implement any required changes to its procedures in accordance with the Prospectus. 2. The Order Taker will receive orders via the web through the ▇.▇. ▇▇▇▇▇▇ Markets platform (the “JPMM Platform”) or by phone. All phone orders must be promptly followed by a fax communication from the Authorized Participant for verification before the order is considered effective. When placing orders by phone or through the website, the Authorized Participant and all of its Authorized Persons will be required to provide the appropriate identifiers and/or security devices or procedures relating to use or access to ▇.▇. ▇▇▇▇▇▇’▇ network and/or the JPMM Platform (as those may be revised from time to time), which may include (but is not limited to), or involve the use of, digital certificate(s), unique identifiers including biometric identifiers, user name(s) and/or password(s) under separate cover which may be required to access or use the website or for trade processing (the “User Code(s)”). To the extent that any provision hereof is inconsistent with any provision of the JPMM Platform Electronic Access Agreement, as amended (the “Access Agreement”) or other terms and conditions of the JPMM Platform, the latter shall control. 3. Upon execution of the Access Agreement by the Authorized Participant, the Order Taker will work with such Authorized Participant to complete any other necessary documentation and steps to allow its Authorized Persons to use ▇.▇. ▇▇▇▇▇▇’▇ order-taking portal. 4. Notwithstanding anything to the contrary herein, the Trust and the Order Taker acknowledge that technological irregularities, periods of heavy market activity or other circumstances may prevent Authorized Participants from being able to timely or successfully use the Order Taker’s JPMM Platform or its other order-taking processes. The Order Taker will use commercially reasonable efforts to correct or replace any of the unavailable processes, and the Trust agrees to assist the Order Taker so as to allow the Order Taker to provide the order taking services with the least amount of interruption.

Appears in 1 contract

Sources: Agency Services Agreement (FlexShares Trust)

Order Taking Process. 1. The Order Taker will receive creation or redemption orders from the Authorized Participants in accordance with the Prospectus of the Trust and any procedures established in the AP Handbook; . In the event of any conflict between the Prospectus of the Trust and any procedures established in the AP Handbook, the Prospectus of the Trust shall prevail, provided, that the foregoing provisions in this paragraph A.1 A. 1 shall not apply to any updates to a Prospectus of the Trust impacting ▇.▇. ▇▇▇▇▇▇’▇ obligations under this Agreement until ▇.▇. ▇▇▇▇▇▇ has received written notice, including notice by email, identifying such change and ▇.▇. ▇▇▇▇▇▇ has had a reasonable opportunity to implement any required changes to its procedures in accordance with the Prospectus. 2. The Order Taker will receive orders via the web through the ▇.▇. ▇▇▇▇▇▇ Markets an electronic order-taking platform (the JPMM Order Taking Platform”) or by phone. All phone orders must be promptly followed by a fax communication from the Authorized Participant for verification before the order is considered effective. When placing orders by phone or through the website, the Authorized Participant and all of its Authorized Persons will be required to provide the appropriate identifiers and/or security devices or procedures relating to use or access to ▇.▇. ▇▇▇▇▇▇’▇ network and/or the JPMM Order Taking Platform (as those may be revised from time to time), which may include (but is not limited to), or involve the use of, digital certificate(s), unique identifiers including biometric identifiers, user name(s) and/or password(s) under separate cover which may be required to access or use the website or for trade processing (the “User Code(s)”). To the extent that any provision hereof here of is inconsistent with any provision of the JPMM Order Taking Platform Electronic Access Agreement, as amended (the “Access Agreement”) or other terms and conditions of the JPMM Order Taking Platform, the latter shall control. 3. Upon execution of the Access Agreement by the Authorized Participant, the Order Taker will work with such Authorized Participant to complete any other necessary documentation and steps to allow its Authorized Persons to use ▇.▇. ▇▇▇▇▇▇’▇ order-taking portal. 4. Notwithstanding anything to the contrary herein, the Trust and the Order Taker acknowledge that technological irregularities, periods of heavy market activity or other circumstances may prevent Authorized Participants from being able to timely or successfully use the Order Taker’s JPMM Order Taking Platform or its other order-taking processes. The Order Taker will use commercially reasonable efforts to correct or replace any of the unavailable processes, and the Trust agrees to assist the Order Taker so as to allow the Order Taker to provide the order taking services with the least amount of interruption.

Appears in 1 contract

Sources: Agency Services Agreement (Flexshares Trust)