Proper Instruction Clause Samples

The Proper Instruction clause defines the requirement for one party to provide clear and accurate directions or information to another party, typically in the context of performing contractual duties. In practice, this clause ensures that instructions given are sufficiently detailed and unambiguous, enabling the receiving party to carry out their responsibilities effectively; for example, a client must specify the exact requirements for a service provider to follow. Its core function is to prevent misunderstandings and disputes by ensuring that all parties have a shared understanding of what is expected, thereby facilitating smooth contract performance.
Proper Instruction. Proper Instructions as used throughout this Contract means a writing signed or initialed by two persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing, provided that the fact that such confirming written instructions are not received by the Custodian shall in no way invalidate the enforceability of transactions authorized by oral instructions. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any three - party agreement which requires a segregated asset account in accordance with Sections 2.12, 3.7(j), 3.8(e) and 3.20.
View SourceView Similar (6)
Proper Instruction. 32.1 The AIFM hereby authorises the Depositary to accept, comply and act without making further enquiry upon any instruction given by the AIFM or by a person whom the Depositary may reasonably believe to be validly acting on behalf of the AIFM (such a person being referred to as an “Authorised Person”), and the AIFM accepts that the Depositary may rely on, and treat as genuine, any instruction reasonably believed by the Depositary to have been given by the AIFM or on its behalf (a "Proper Instruction"), it being understood, however, that the Depositary (i) shall not be obliged to execute a Proper Instruction which is or where the Depositary reasonably believe to be contrary to applicable laws and regulations, and (ii) may at any time refuse to execute a Proper Instruction until the latter is confirmed by one Authorised Person which is listed on the list referred to in article 32.2 below. 32.2 The AIFM may submit, and update if necessary, via appropriate Notice a list of Authorised Persons together with authorised signatures to the Depositary, it being understood that the Depositary shall not be held responsible for any damage caused by the fact that the signatures are fraudulent, forged, altered or corrupted. Hence, the Depositary may accept the signatures as being authentic without having to proceed with a more detailed investigation and declines all responsibility for damages that could result from the absence of any legitimisation or any undetected forgery. 32.3 Any Proper Instruction shall continue in full force and effect until cancelled or superseded and the Depositary is entitled to rely upon the continued authority of any Authorised Person until the Depositary receives notice from the AIFM to the contrary. Save for the Depositary’s gross negligence or wilful misconduct, the Depositary cannot be held liable in the event of non-execution or late execution of a Proper Instruction. 32.4 The AIFM shall be informed of a Proper Instruction that are refused as described above.
View Source

Related to Proper Instruction

  • Proper Instructions Proper Instructions, which may also be standing instructions, as used throughout this Agreement, shall mean instructions received by the Custodian from the Fund, the Fund’s investment manager, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the person or entity giving such instructions, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian, including, but not limited to, the security procedures selected by the Fund in the Funds Transfer Addendum to this Agreement. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 of this Agreement. The Fund or the Fund’s investment manager shall cause its duly authorized officer to certify to the Custodian in writing the names and specimen signatures of persons authorized to give Proper Instructions. The Custodian shall be entitled to rely upon the identity and authority of such persons until it receives notice from the Fund to the contrary.

  • Proper Instructions and Special Instructions “Proper Instructions,” which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

  • Stop Transfer Instruction The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends are satisfied.

  • Stop Transfer Instructions In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a)).

  • Authorized Instructions The Custodian shall be entitled to rely upon any Oral Instructions or Instructions actually received by the Custodian and reasonably believed by the Custodian to be from an Authorized Person (“Authorized Instructions”). Notwithstanding any other provision included in this Agreement, Written Instructions relating to the disbursement of cash of the Fund other than in connection with the purchase, sale or settlement of Securities, shall be in the form of a Certificate. The Fund agrees that an Authorized Person shall forward to the Custodian Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact Instructions confirming Oral Instructions are not received or that contrary Instructions are received by the Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by the Custodian.