Right Not to Act Clause Samples
The "Right Not to Act" clause establishes that a party is not obligated to take certain actions under the agreement unless it chooses to do so. In practice, this means that even if circumstances arise where a party could exercise a right or perform a duty, it retains the discretion to refrain from acting without being in breach of contract. This clause is commonly used to protect parties from being compelled to act in situations where it may not be in their best interest, thereby providing flexibility and reducing the risk of unwanted obligations.
Right Not to Act. 15.4.1 The Trustee shall retain the right not to act and shall not be liable for refusing to act unless it has received clear documentation which complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment on the part of the Trustee.
15.4.2 The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti- money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Trustee, acting reasonably, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti- terrorist legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other party to this Agreement, provided that:
(a) the Trustee's written notice shall describe the circumstances of such non- compliance; and
(b) if such circumstances are rectified to the Trustee's satisfaction within such ten (10) day period, then such resignation shall not be effective.
Right Not to Act. The Escrow Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason, the Escrow Agent, acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Escrow Agent, in its sole judgment, acting reasonably, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days prior written notice sent to the other Parties hereby provided that: (i) the Escrow Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Escrow Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.
Right Not to Act. 8.1 Notwithstanding anything in this Schedule 3 to the contrary, whether express or implied, the Bank shall be entitled at any time to decline to act on the Customer’s instructions or application with respect to any Transaction or application for Unit Trust without assigning any reason for doing so. In particular, the Bank reserves the right to reject instructions or applications which are, in the Bank’s opinion:
(a) incomplete, unclear or ambiguous; or
(b) which may cause the Bank to contravene any Law for the time being in force; or
(c) received after the relevant cut-off time for subscription; or
(d) if the Customer and/or Authorised Signatory’s signature differs from that given as a specimen to the Bank.
8.2 The Bank shall not incur any liability to the Customer as a result of the Bank’s refusal to act save and except for damages arising directly out of the Bank’s wilful default or gross negligence.
Right Not to Act. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Trustee, acting reasonably, determine at any time that its acting under this Agreement has resulted in its being in non- compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other party to this Agreement, provided that:
15.4.1 the Trustee's written notice shall describe the circumstances of such non-compliance; and
15.4.2 if such circumstances are rectified to the Trustee's satisfaction within such ten (10) day period, then such resignation shall not be effective.
Right Not to Act. 12.1 Notwithstanding anything in this schedule to the contrary, whether express or implied, the Bank shall be entitled at any time to decline to act on the Customer’s instructions or application with respect to any transaction or investment application without assigning any reason for doing so. In particular, the Bank reserves the right to reject instructions or applications which are, in the Bank’s opinion, incomplete, unclear or ambiguous, or which may cause the Bank to contravene any laws or regulations for the time being in force or to incur any liability or obligation which is, in the sole discretion of the Bank, not in its best interests so to do, or if the Customer’s signature differs from that given as a specimen to the Bank. The Bank shall not incur any liability to the Customer as a result of the Bank’s refusal to act.
Right Not to Act. 9.1 Notwithstanding anything in this Schedule 3 to the contrary, whether express or implied, the Bank shall be entitled at any time to decline to act on the Customer’s instructions or application with respect to any Transaction or application for Unit Trust without assigning any reason for doing so. In particular, the Bank reserves the right to reject instructions or applications which are, in the Bank’s opinion:
(a) incomplete, unclear or ambiguous; or
Right Not to Act. The Escrow Agent shall retain the right not to act and shall not be liable for refusing to act if, it is due to a lack of information or instructions or the Escrow Agent, in its sole judgment, acting reasonably, determines that such act is conflicting with or contrary to the terms of this Agreement or the law or regulation of any jurisdiction or any order or directive of any court, governmental agency or other regulatory body.
Right Not to Act. The Trustee will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment.
Right Not to Act. Notwithstanding anything to the contrary contained herein, the Trustee shall have the right to decline to act in any particular manner otherwise provided for herein or in the other Trust Documents if the Trustee, being advised in writing by counsel, determines in good faith that such action may not lawfully be taken or would subject it to personal liability or be unduly prejudicial to the rights of any Holder; and provided further, that nothing in this Agreement shall impair the right of the Trustee to take any action deemed proper by it that is not inconsistent with such otherwise required acts.