Scope of Responsibility. 10.1 The Custodian shall use reasonable care in the performance of its duties under this Agreement but shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties or for any act or omission in respect of any instructions and/or under this Agreement unless the same results from negligence or wilful default on the part of the Custodian, in which event the Custodian’s liability shall not exceed the market value of the relevant Securities and/or Cash at the time of (a) such negligence or wilful default or (b) the Client’s or its Authorised Person’s discovery of the loss or damage (whichever is the higher). The Client shall promptly inform the Custodian in writing of any loss or damage and shall take steps to mitigate such loss or damage. 10.2 Upon receipt of each transaction advice, statement of account or report supplied to it by the Custodian, the Client or its Authorised Person shall examine the same and promptly notify the Custodian of any error therein, within thirty (30) days of receipt of such advice, statement or report. 10.3 The Custodian’s sole responsibility with regard to the sale proceeds of the Securities is to receive payment whether by way of cheque, Custodian draft or any other form, of such proceeds from the purchaser (or its agent), broker or any other party provided that the Custodian shall not be liable to the Client in any way if such payment to the Custodian is not honoured by the banker upon whom that payment is drawn or otherwise is not good, timely or valid payment.The Custodian may make delivery of the Securities either contemporaneously with or before the receipt of such payment or purported payment in accordance with local settlement procedures. 10.4 All collections of the Securities and/or Cash and of any funds or other property paid or distributed in respect of the Securities and/or Cash are made at the risk of the Client and the Custodian is entitled to make payment prior to delivery of Securities in accordance with local settlement procedures and shall not be responsible for the seller’s (or its agent’s), broker’s or any other party’s failure to make good, valid or timely delivery of any Securities and/or Cash nor for the genuineness, validity or title of any documents received in relation to the Securities and/or Cash. 10.5 The Custodian or its agents, as the case may be, may (but without being under any obligation) institute or defend legal proceedings, or take or defend any other action arising out of or in connection with the Securities and/or Cash provided that the Client indemnifies the Custodian against any reasonable costs, charges and expenses arising from such proceedings or other action. 10.6 The Custodian bears no responsibility for any loss/liability owing to any force majeure or reason or cause beyond its reasonable control, including nationalisation, currency turmoil or restrictions, fire, acts of war, acts of God, acts of any authority whether de jure or de facto, requirements of/change in any laws or regulations, strikes or industrial action, acts of terrorism, failure of courier/delivery service, or acts or disruption of any relevant stock exchange, depository, clearing house, settlement system or market. 10.7 The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement which must be made to any relevant authority whether governmental or otherwise, the payment of all unpaid calls, taxes, imposts, levies or duties due on any principal or interest, and/or any other liability or payment arising out of or in connection with the Securities and/or Cash. 10.8 The Custodian is not acting under this Agreement as investment manager or investment adviser to the Client, responsibility for the selection, acquisition and disposal of the Securities and/or Cash shall remain with the Client or its Authorised Person at all times, and the Custodian does not have any obligation to supervise the issuer of the Securities. 10.9 The Custodian shall not be bound to return identical securities lodged. The Client or its Authorised Person shall accept securities of the same class and type in place of the securities deposited. 10.10 The Custodian shall not be liable for any negligence, default, failure or delay of any depository, clearing system, securities registration body or securities registrar (or similar party) and any losses arising there from (including non-receipt of bonus, dividends and any rights). 10.11 The Custodian shall not be liable for any consequential or indirect loss. 10.12 The Custodian may in its sole discretion assist the Client in any tax matters; including any application for reduce rate or refund of tax. The Custodian gives no assurance that such assistance will result in relief at source, refund of tax or other intended consequences, and may in its sole discretion without liability withdraw such assistance at any time (notwithstanding any pending application). 10.13 The Custodian is entitled at its discretion to reverse incorrect credit entries to any accounts (including where an entry was made in anticipation of receipt of funds/assets which receipt was however not fulfilled). 10.14 The Custodian shall not have any duty to monitor the compliance by the Client or its Authorised Person or its customers/agents with any guideline or restriction imposed by the Client’s constitutional documents or by any other document, law or regulation (including compliance with any investment restriction and any notification requirement relating to the Client’s or its customers’/ agents’ beneficial ownership of securities). 10.15 The Custodian may rely in good faith on the advice of legal counsel or other professional. 10.16 The Custodian shall not have any liability in connection with its reliance in good faith on records that were maintained for the Client by another party prior to the Custodian’s appointment hereunder. 10.17 Where the Custodian is providing market values of securities, the Custodian may obtain information on such values from outside sources which the Custodian considers to be reliable and the Custodian makes no warranty as to the reliability, accuracy or completeness of such information. 10.18 In the event any property held by the Custodian hereunder shall be attached, garnisheed or levied upon under any court order, or if the delivery of such property shall be stayed or enjoined by any court order, or if any court order, judgment or decree shall be made or entered affecting such property or affecting any act by the Custodian, the Custodian may, in its sole discretion, obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of the Custody Agreement to the contrary. If the Custodian obeys and complies with any such writs, orders judgments or decrees it shall not be liable to any party hereto or to any other person, firm or corporation, by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 1 contract
Sources: Corporate Custody Agreement
Scope of Responsibility. 10.1 The Custodian 15.1. SBM Securities Ltd shall use reasonable care in the performance of its duties under this Agreement but shall not be responsible for any loss or damage suffered by the Client you as a result of the Custodian performing such duties or for any act or omission in respect of any instructions and/or under this Agreement unless the same results from negligence or wilful default on the part of the Custodian, in which event the Custodian’s liability shall not exceed the market value of the relevant Foreign Securities and/or Cash at the time of (a) such negligence or wilful default or (b) the Client’s or its Authorised Person’s your discovery of the loss or damage (whichever is the higher). The Client You shall promptly inform the Custodian in writing of any loss or damage and shall take steps to mitigate such loss or damage.
10.2 15.2. Upon receipt of each transaction advice, statement of account or report supplied to it you by the CustodianSBM Securities ltd , the Client or its Authorised Person you shall examine the same and promptly notify the Custodian SBM Securities of any error therein, within thirty (30) days of receipt of such advice, statement or reportfailing which the entries therein shall be conclusively settled against you to be correct.
10.3 15.3. The Custodian’s 's sole responsibility with regard to the sale proceeds of the Foreign Securities is to receive payment whether by way of cheque, Custodian bank draft or any other form, of such proceeds from the purchaser (or its agent), broker or any other party provided that the Custodian shall not be liable to the Client you in any way if such payment to the Custodian is not honoured by the banker upon whom that payment is drawn or otherwise is not good, timely or valid payment.. The Custodian may make delivery of the Foreign Securities either contemporaneously with or before the receipt of such payment or purported payment in accordance with local settlement procedures.
10.4 15.4. All collections of the Foreign Securities and/or Cash and of any funds or other property paid or distributed in respect of the Foreign Securities and/or Cash are made at the your risk of the Client and the Custodian is entitled to make payment prior to delivery of Foreign Securities in accordance with local settlement procedures and shall not be responsible for the seller’s 's (or its agent’s's), broker’s 's or any other party’s 's failure to make good, valid or timely delivery of any Foreign Securities and/or Cash nor for the genuineness, validity or title of any documents received in relation to the Securities and/or CashForeign Securities.
10.5 The Custodian or its agents, as the case may be, may (but without being under any obligation) institute or defend legal proceedings, or take or defend any other action arising out of or in connection with the 15.5. SBM Securities and/or Cash provided that the Client indemnifies and the Custodian against does not have any reasonable costs, charges and expenses arising from such proceedings or other action.
10.6 The Custodian bears no responsibility for any loss/liability owing to any force majeure or reason or cause beyond its reasonable control, including nationalisation, currency turmoil or restrictions, fire, acts of war, acts of God, acts of any authority whether de jure or de facto, requirements of/change of /change in any laws or regulations, strikes or industrial action, acts of terrorism, failure of courier/delivery service, or acts or disruption of any relevant stock exchange, depository, clearing house, settlement system or market.
10.7 The Client 15.6. You shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement which must be made to any relevant authority whether governmental or otherwiseauthority, the payment of all unpaid calls, taxes, imposts, levies or duties due on any principal or interest, and/or any other liability or payment arising out of or in connection with the Securities and/or CashForeign Securities. Where a regulation requires the Custodian to withhold any tax, the Custodian may do so at the rate required by the regulation or (if in the Custodian’s opinion the regulation is not very clear on the rate) at such rate as the Custodian may reasonably determine to be appropriate.
10.8 15.7. The Custodian is not acting under this Agreement as investment manager or investment adviser to the Clientyou, responsibility for the selection, acquisition and disposal of the Foreign Securities and/or Cash shall remain with the Client or its Authorised Person you at all times, and the Custodian does not have any obligation to supervise the issuer of the Securities.
10.9 The Custodian shall not be bound to return identical securities lodged15.8. The Client or its Authorised Person shall accept securities of the same class and type in place of the securities deposited.
10.10 The Custodian shall not be liable for any negligence, default, failure or delay of any depository, clearing system, securities registration body or securities registrar (or similar party) and any losses arising there from (including non-receipt of bonus, dividends and any rights)from.
10.11 The 15.9. SBM Securities and the Custodian shall not be liable for any consequential or indirect loss.
10.12 The Custodian may in its sole discretion assist 15.10. SBM Securities and the Client in any tax matters; including any application for reduce rate or refund of tax. The Custodian gives no assurance that such assistance will result in relief at source, refund of tax or other intended consequences, and may in its sole discretion without liability withdraw such assistance at any time (notwithstanding any pending application).
10.13 The Custodian is entitled at its discretion to reverse incorrect credit entries to any accounts (including where an entry was made in anticipation of receipt of funds/assets which receipt was however not fulfilled).
10.14 The Custodian shall not have any duty to monitor the compliance by the Client or its Authorised Person or its customers/agents with any guideline or restriction imposed by the Client’s constitutional documents or by any other document, law or regulation (including compliance with any investment restriction and any notification requirement relating to the Client’s or its customers’/ agents’ beneficial ownership of securities).
10.15 The Custodian may rely in good faith on the advice of legal counsel or other professionaladvisers.
10.16 The Custodian shall not have any liability in connection with its reliance in good faith on records that were maintained for the Client by another party prior to the Custodian’s appointment hereunder.
10.17 Where the Custodian is providing market values of securities, the Custodian may obtain information on such values from outside sources which the Custodian considers to be reliable and the Custodian makes no warranty as to the reliability, accuracy or completeness of such information.
10.18 In the event any property held by the Custodian hereunder shall be attached, garnisheed or levied upon under any court order, or if the delivery of such property shall be stayed or enjoined by any court order, or if any court order, judgment or decree shall be made or entered affecting such property or affecting any act by the Custodian, the Custodian may, in its sole discretion, obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of the Custody Agreement to the contrary. If the Custodian obeys and complies with any such writs, orders judgments or decrees it shall not be liable to any party hereto or to any other person, firm or corporation, by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 1 contract
Sources: Client Agreement for Trading International Securities and Funds
Scope of Responsibility. 10.1 The Custodian 13.1. Bank One shall use reasonable care in the performance of its duties under this Agreement but shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties or for any act or omission in respect of any instructions and/or under this Agreement unless the same results from negligence or wilful default on the part of the Custodian, in which event the Custodian’s liability shall not exceed the market value of the relevant Securities and/or Cash at the time of (a) such negligence or wilful default or (b) the Client’s or its Authorised Person’s discovery of the loss or damage (whichever is the higher). The Client shall promptly inform the Custodian in writing of any loss or damage and shall take steps to mitigate such loss or damageAgreement.
10.2 13.2. Upon receipt of each transaction advice, statement of account or report supplied to it by the CustodianBank One, the Client or its Authorised Person shall examine the same and promptly notify the Custodian Bank One of any error therein, within thirty (30) days of receipt of such advice, statement or report.
10.3 The Custodian13.3. Bank One’s sole responsibility with regard to the sale proceeds of the Securities is to receive payment whether by way of cheque, Custodian custodian draft or any other form, of such proceeds from the purchaser (or its agent), broker or any other party provided that the Custodian Bank One shall not be liable to the Client in any way if such payment to the Custodian Bank One is not honoured by the banker upon whom that payment is drawn or otherwise is not good, timely or valid payment.The Custodian valid. Bank One may make delivery of the Securities either contemporaneously with or before the receipt of such payment or purported payment in accordance with local settlement procedures.
10.4 13.4. All collections of the Securities and/or Cash cash and of any funds or other property paid or distributed in respect of the Securities and/or Cash cash are made at the risk of the Client and the Custodian Bank One is entitled to make payment prior to delivery of Securities in accordance with local settlement procedures and shall not be responsible for the seller’s (or its agent’s), broker’s or any other party’s failure to make good, valid or timely delivery of any Securities and/or Cash nor for the genuineness, validity or title of any documents received in relation to the Securities and/or Cashcash.
10.5 The Custodian 13.5. Bank One or its agents, as the case may be, may (but without being under any obligation) institute or defend legal proceedings, or take or defend any other action arising out of or in connection with the Securities and/or Cash cash provided that the Client indemnifies the Custodian Bank One against any reasonable costs, charges and expenses arising from such proceedings or other action.
10.6 The Custodian bears no responsibility for any loss/liability owing to any force majeure or reason or cause beyond its reasonable control, including nationalisation, currency turmoil or restrictions, fire, acts of war, acts of God, acts of any authority whether de jure or de facto, requirements of/change in any laws or regulations, strikes or industrial action, acts of terrorism, failure of courier/delivery service, or acts or disruption of any relevant stock exchange, depository, clearing house, settlement system or market.
10.7 13.6. The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement which must be made to any relevant authority whether governmental or otherwise, the payment of all unpaid calls, taxes, imposts, levies or duties due on any principal or interest, and/or any other liability or payment arising out of or in connection with the Securities and/or Cash.
10.8 The Custodian is not acting under this Agreement as investment manager or investment adviser to the Client, responsibility for the selection, acquisition and disposal of the Securities and/or Cash shall remain with the Client or its Authorised Person at all times, and the Custodian does not have any obligation to supervise the issuer of the Securities.
10.9 The Custodian shall not be bound to return identical securities lodgedcash. The Client or its Authorised Person shall accept securities of the same class and type in place of the securities deposited.
10.10 The Custodian shall not be liable for any negligence, default, failure or delay of any depository, clearing system, securities registration body or securities registrar (or similar party) and any losses arising there from (including non-receipt of bonus, dividends and any rights).
10.11 The Custodian shall not be liable for any consequential or indirect loss.
10.12 The Custodian Bank One may in its sole discretion assist the Client in any tax matters; including any application for any reduce rate or refund of tax. The Custodian Bank One gives no assurance that such assistance will result in relief at source, refund of tax or other intended consequences, and may in its sole discretion without liability withdraw such assistance at any time (notwithstanding any pending application).
10.13 The Custodian 13.7. Bank One is entitled at its discretion to reverse incorrect credit entries to any accounts (including where an entry was made in anticipation of receipt of funds/assets which receipt was however not fulfilled).
10.14 The Custodian 13.8. Bank One shall not have any duty to monitor the compliance by the Client or its Authorised Person or its customers/agents with any guideline or restriction imposed by the Client’s constitutional documents or by any other document, law or regulation (including compliance with any investment restriction and any notification requirement relating to the Client’s or its customers’/ agents’ beneficial ownership of securities).
10.15 The Custodian 13.9. Bank One may rely in good faith on the formal advice of legal counsel or other professional.
10.16 The Custodian 13.10. Bank One shall not have any liability in connection with its reliance in good faith on records that were maintained for the Client by another party prior to the CustodianBank One’s appointment hereunder.
10.17 13.11. Where the Custodian Bank One is providing market values of securities, the Custodian Bank One may obtain information on such values from outside sources which the Custodian Bank One considers to be reliable and the Custodian Bank One makes no warranty as to the reliability, accuracy or completeness of such information.
10.18 13.12. In the event any property held by the Custodian Bank One hereunder shall be attached, garnisheed or levied upon under any court order, or if the delivery of such property shall be stayed or enjoined by any court order, or if any court order, judgment or decree shall be made or entered affecting such property or affecting any act by the CustodianBank One, the Custodian Bank One may, in its sole discretion, obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of the Custody Agreement to the contrary. If the Custodian Bank One obeys and complies with any such writs, orders orders, judgments or decrees decrees, it shall not be liable to any party hereto or to any other person, firm or corporation, by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.
13.13. For the avoidance of doubt, Bank One’s duties (fiduciary or otherwise) as administrative custodian for the Client in relation to the Securities shall be limited to the performance by Bank One of the duties and functions expressly undertaken by it in this Agreement. The Client understands and agrees that Bank One performance of this Agreement is subject to the relevant local laws, regulations, decrees, orders and government acts , and the rules, operating procedures and practices of any relevant stock exchange, Depository or market where or through which Instructions are to be carried out and to which Bank One is subject and as exist in the country in which any Securities or cash are held.
13.14. Bank One shall exercise reasonable care in receiving Securities but does not warrant or guarantee the form, authenticity, value or validity of any Security received by Bank One. If Bank One becomes aware of any defect in title or forgery of any Security, Bank One shall promptly notify the Client.
Appears in 1 contract
Sources: General Terms and Conditions
Scope of Responsibility. 10.1 The Custodian 13.1. Bank One shall use reasonable care in the performance of its duties under this Agreement but shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties or for any act or omission in respect of any instructions and/or under this Agreement unless the same results from negligence or wilful default on the part of the Custodian, in which event the Custodian’s liability shall not exceed the market value of the relevant Securities and/or Cash at the time of (a) such negligence or wilful default or (b) the Client’s or its Authorised Person’s discovery of the loss or damage (whichever is the higher). The Client shall promptly inform the Custodian in writing of any loss or damage and shall take steps to mitigate such loss or damageAgreement.
10.2 13.2. Upon receipt of each transaction advice, statement of account or report supplied to it by the CustodianBank One, the Client or its Authorised Person shall examine the same and promptly notify the Custodian Bank One of any error therein, within thirty (30) days of receipt of such advice, statement or report.
10.3 The Custodian13.3. Bank One’s sole responsibility with regard to the sale proceeds of the Securities is to receive payment whether by way of cheque, Custodian custodian draft or any other form, of such proceeds from the purchaser (or its agent), broker or any other party provided that the Custodian Bank One shall not be liable to the Client in any way if such payment to the Custodian Bank One is not honoured by the banker upon whom that payment is drawn or otherwise is not good, timely or valid payment.The Custodian valid. Bank One may make delivery of the Securities either contemporaneously with or before the receipt of such payment or purported payment in accordance with local settlement procedures.
10.4 13.4. All collections of the Securities and/or Cash cash and of any funds or other property paid or distributed in respect of the Securities and/or Cash and/ or cash are made at the risk of the Client and the Custodian Bank One is entitled to make payment prior to delivery of Securities in accordance with local settlement procedures and shall not be responsible for the seller’s (or its agent’s), broker’s or any other party’s failure to make good, valid or timely delivery of any Securities and/or Cash nor for the genuineness, validity or title of any documents received in relation to the Securities and/or Cashcash.
10.5 The Custodian 13.5. Bank One or its agents, as the case may be, may (but without being under any obligation) institute or defend legal proceedings, or take or defend any other action arising out of or in connection with the Securities and/or Cash cash provided that the Client indemnifies the Custodian Bank One against any reasonable costs, charges and expenses arising from such proceedings or other action.
10.6 The Custodian bears no responsibility for any loss/liability owing to any force majeure or reason or cause beyond its reasonable control, including nationalisation, currency turmoil or restrictions, fire, acts of war, acts of God, acts of any authority whether de jure or de facto, requirements of/change in any laws or regulations, strikes or industrial action, acts of terrorism, failure of courier/delivery service, or acts or disruption of any relevant stock exchange, depository, clearing house, settlement system or market.
10.7 13.6. The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement which must be made to any relevant authority whether governmental or otherwise, the payment of all unpaid calls, taxes, imposts, levies or duties due on any principal or interest, and/or any other liability or payment arising out of or in connection with the Securities and/or Cash.
10.8 The Custodian is not acting under this Agreement as investment manager or investment adviser to the Client, responsibility for the selection, acquisition and disposal of the Securities and/or Cash shall remain with the Client or its Authorised Person at all times, and the Custodian does not have any obligation to supervise the issuer of the Securities.
10.9 The Custodian shall not be bound to return identical securities lodgedcash. The Client or its Authorised Person shall accept securities of the same class and type in place of the securities deposited.
10.10 The Custodian shall not be liable for any negligence, default, failure or delay of any depository, clearing system, securities registration body or securities registrar (or similar party) and any losses arising there from (including non-receipt of bonus, dividends and any rights).
10.11 The Custodian shall not be liable for any consequential or indirect loss.
10.12 The Custodian Bank One may in its sole discretion assist the Client in any tax matters; including any application for any reduce rate or refund of tax. The Custodian Bank One gives no assurance that such assistance will result in relief at source, refund of tax or other intended consequences, and may in its sole discretion without liability withdraw such assistance at any time (notwithstanding any pending application).
10.13 The Custodian 13.7. Bank One is entitled at its discretion to reverse incorrect credit entries to any accounts (including where an entry was made in anticipation of receipt of funds/assets which receipt was however not fulfilled).
10.14 The Custodian 13.8. Bank One shall not have any duty to monitor the compliance by the Client or its Authorised Person or its customers/agents with any guideline or restriction imposed by the Client’s constitutional documents or by any other document, law or regulation (including compliance with any investment restriction and any notification requirement relating to the Client’s or its customers’/ agents’ beneficial ownership of securities).
10.15 The Custodian 13.9. Bank One may rely in good faith on the formal advice of legal counsel or other professional.
10.16 The Custodian 13.10. Bank One shall not have any liability in connection with its reliance in good faith on records that were maintained for the Client by another party prior to the CustodianBank One’s appointment hereunder.
10.17 13.11. Where the Custodian Bank One is providing market values of securities, the Custodian Bank One may obtain information on such values from outside sources which the Custodian Bank One considers to be reliable and the Custodian Bank One makes no warranty as to the reliability, accuracy or completeness of such information.
10.18 13.12. In the event any property held by the Custodian Bank One hereunder shall be attached, garnisheed or levied upon under any court order, or if the delivery of such property shall be stayed or enjoined by any court order, or if any court order, judgment or decree shall be made or entered affecting such property or affecting any act by the CustodianBank One, the Custodian Bank One may, in its sole discretion, obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of the Custody Agreement to the contrary. If the Custodian Bank One obeys and complies with any such writs, orders orders, judgments or decrees decrees, it shall not be liable to any party hereto or to any other person, firm or corporation, by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.
13.13. For the avoidance of doubt, Bank One’s duties (fiduciary or otherwise) as administrative custodian for the Client in relation to the Securities shall be limited to the performance by Bank One of the duties and functions expressly undertaken by it in this Agreement. The Client understands and agrees that Bank One performance of this Agreement is subject to the relevant local laws, regulations, decrees, orders and government acts , and the rules, operating procedures and practices of any relevant stock exchange, Depository or market where or through which Instructions are to be carried out and to which Bank One is subject and as exist in the country in which any Securities or cash are held.
13.14. Bank One shall exercise reasonable care in receiving Securities but does not warrant or guarantee the form, authenticity, value or validity of any Security received by Bank One. If Bank One becomes aware of any defect in title or forgery of any Security, Bank One shall promptly notify the Client.
Appears in 1 contract
Sources: Digital Onboarding Agreement
Scope of Responsibility. 10.1 The Custodian Client agrees and understands that:-
(i) The Bank shall use exercise reasonable care in the performance of its duties under as are set forth or contemplated herein or contained in instructions given to the Bank which are not contrary to this Agreement but Agreement, and shall not be responsible for any loss or damage suffered by maintain adequate insurance and agrees to indemnify and hold the Client as a result harmless from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Bank's performance of its obligations hereunder.
(ii) The Bank agrees that (A) the Cash and Securities are not subject to any right, charge, security Interest, lien or claim of any kind in favor of the Custodian performing such duties Bank or any of its agents or its creditors except a claim of payment for any act or omission in respect of any instructions and/or under this Agreement unless their safe custody and administration and (B) the same results from negligence or wilful default on the part beneficial ownership of the Custodian, in which event Cash and Securities shall be freely transferable without the Custodian’s liability shall not exceed the market payment of money or other value of the relevant Securities and/or Cash at the time of (a) such negligence other than for safe custody or wilful default or (b) the Client’s or its Authorised Person’s discovery of the loss or damage (whichever is the higher). The Client shall promptly inform the Custodian in writing of any loss or damage and shall take steps to mitigate such loss or damageadministration.
10.2 Upon (iii) upon receipt of each and every transaction advice, advice and/or statement of account or report supplied to it by the CustodianBank, the Client or its Authorised Person shall examine the same and promptly notify the Custodian Bank within fourteen days of the date of receipt of any such advice or statement of any error therein. In the absence of any notification by the Client within the fourteen days period, within thirty the transactions/entries indicated by the advice or statement shall be conclusively settled against the Client to be correct;
(30iv) days of receipt of such advice, statement or report.
10.3 The Custodian’s the Bank's sole responsibility with regard to the sale proceeds of the Securities is to receive payment whether by way of cheque, Custodian bank draft or any other form, of such proceeds from the purchaser (or its agent), broker or any other party provided that the Custodian Bank shall not be liable to the Client in any way if such payment to the Custodian Bank is not honoured by the banker upon whom that payment is drawn or otherwise is not good, timely or valid payment.. The Custodian Bank may make delivery of the Securities either contemporaneously with or before the receipt of such payment or purported payment in accordance with local settlement procedures.;
10.4 All (v) all collections of the Securities and/or Cash and of any funds or other property paid or distributed in respect of the Securities and/or Cash are made at the risk of the Client and the Custodian Bank is entitled to make payment prior to delivery of Securities in accordance with local settlement procedures and shall not be responsible for the seller’s 's (or its agent’s's), broker’s 's or any other party’s 's failure to make good, valid or timely delivery of any Securities and/or Cash nor for the genuineness, validity or title of any documents received in relation to the Securities and/or Cash.;
10.5 The Custodian or its agents, as (vi) the case may be, may (but without being under any obligation) institute or defend legal proceedings, or take or defend any other action arising out of or in connection with the Securities and/or Cash provided that the Client indemnifies the Custodian against any reasonable costs, charges and expenses arising from such proceedings or other action.
10.6 The Custodian bears no responsibility for any loss/liability owing to any force majeure or reason or cause beyond its reasonable control, including nationalisation, currency turmoil or restrictions, fire, acts of war, acts of God, acts of any authority whether de jure or de facto, requirements of/change in any laws or regulations, strikes or industrial action, acts of terrorism, failure of courier/delivery service, or acts or disruption of any relevant stock exchange, depository, clearing house, settlement system or market.
10.7 The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement which must be made to any relevant authority whether governmental or otherwise, otherwise and for the payment of all unpaid calls, taxes, imposts, levies or duties due on any principal or interest, and/or or any other liability or payment arising out of or in connection with the Securities and/or Cash., and in so far as the Bank is under any legal obligation to pay the same on behalf of the Client it may (but without liability if it failed to do so) do so out of the Securities and/or Cash;
10.8 The Custodian (vii) the Bank is not acting under this Agreement as investment manager or investment adviser to the Client, Client and responsibility for the selection, acquisition and disposal of the Securities and/or Cash shall remain with the Client or its Authorised Person at all times, and ;
(viii) the Custodian does not have any obligation to supervise the issuer of the Securities.
10.9 The Custodian Bank shall not be bound to return identical securities lodged. The Client or its Authorised Person shall accept securities of the same class and type in place of the securities deposited.;
10.10 The Custodian (ix) the Bank shall not be liable for any negligence, default, failure or delay of any depository, clearing system, securities registration body or securities registrar (or similar party) and any losses arising there from therefrom (including non-receipt of bonus, dividends and any rights).;
10.11 The Custodian shall not be liable for any consequential or indirect loss.
10.12 The Custodian (x) the Bank may in its sole discretion assist the Client in any tax matters; , including any application for reduce rate or refund of tax. The Custodian Bank gives no assurance that such assistance will result in relief at source, refund of tax or other intended consequences, and may in its sole discretion without liability withdraw such assistance at any time (notwithstanding any pending application).;
10.13 The Custodian (xi) the Bank is entitled at its discretion to reverse incorrect credit entries to any accounts (including where an entry was made in anticipation of receipt of funds/assets which receipt was however not fulfilled).;
10.14 The Custodian (xii) the Bank shall not have any duty to monitor the compliance by the Client or its Authorised Person or its customers/agents with any guideline or restriction imposed by the Client’s 's constitutional documents or by any other document, law or regulation (including compliance with any investment restriction and any notification requirement relating to the Client’s 's or its customers’/ agents’ customers'/agents' beneficial ownership of securities).;
10.15 The Custodian (xiii) the Bank may rely in good faith on the advice of legal counsel or other professional.advisers;
10.16 The Custodian (xiv) the Bank shall not have any liability in connection with its reliance in good faith on records that were maintained for the Client by another party prior to the Custodian’s Bank's appointment hereunder.;
10.17 Where (xv) where the Custodian Bank is providing market values of securitiessecurities (via electronic on-lie service or otherwise), the Custodian Bank may obtain information on such values from outside sources which the Custodian Bank considers to be reliable and the Custodian Bank makes no warranty as to the reliability, accuracy or completeness of such information.;
10.18 In (xvi) the event laws and practices in different jurisdiction relating to custody, securities or settlement will vary, and neither the Bank nor any property held by the Custodian hereunder shall be attached, garnisheed or levied upon under sub-custodian will assume any court order, or if the delivery risk arising out of such property shall be stayed or enjoined by any court order, or if any court order, judgment or decree shall be made or entered affecting such property or affecting any act by the Custodian, the Custodian may, in its sole discretion, obey laws and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of the Custody Agreement to the contrary. If the Custodian obeys and complies with any such writs, orders judgments or decrees it shall not be liable to any party hereto or to any other person, firm or corporation, by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacatedpractices.
Appears in 1 contract
Scope of Responsibility. 10.1 The Custodian shall use reasonable care in the performance of its duties under this Agreement but shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties or for any act or omission in respect of any instructions and/or under this Agreement unless the same results from negligence or wilful default on the part of the Custodian, in which event the Custodian’s liability shall not exceed the market value of the relevant Securities and/or Cash at the time of (a) such negligence or wilful default or (b) the Client’s or its Authorised Person’s discovery of the loss or damage (whichever is the higher). The higher).The Client shall promptly inform the Custodian in writing of any loss or damage and shall take steps to mitigate such loss or damage.
10.2 Upon receipt of each transaction advice, statement of account or report supplied to it by the Custodian, the Client or its Authorised Person shall examine the same and promptly notify the Custodian of any error therein, within thirty (30) days of receipt of such advice, statement or report.
10.3 The Custodian’s sole responsibility with regard to the sale proceeds of the Securities is to receive payment whether by way of cheque, Custodian bank draft or any other form, of such proceeds from the purchaser (or its agent), broker or any other party provided that the Custodian shall not be liable to the Client in any way if such payment to the Custodian is not honoured by the banker upon whom that payment is drawn or otherwise is not good, timely or valid payment.. The Custodian may make delivery of the Securities either contemporaneously with or before the receipt of such payment or purported payment in accordance with local settlement procedures.
10.4 All collections of the Securities and/or Cash and of any funds or other property paid or distributed in respect of the Securities and/or Cash are made at the risk of the Client and the Custodian is entitled to make payment prior to delivery of Securities in accordance with local settlement procedures and shall not be responsible for the seller’s (or its agent’s), broker’s or any other party’s failure to make good, valid or timely delivery of any Securities and/or Cash nor for the genuineness, validity or title of any documents received in relation to the Securities and/or Cash.
10.5 The Custodian or its agents, as the case may be, may (but without being under any obligation) institute or defend legal proceedings, or take or defend any other action arising out of or in connection with the Securities and/or Cash provided that the Client indemnifies the Custodian against any reasonable costs, charges and expenses arising from such proceedings or other action.
10.6 The Custodian bears no responsibility for any loss/liability owing to any force majeure or reason or cause beyond its reasonable control, including nationalisation, currency turmoil or restrictions, fire, acts of war, acts of God, acts of any authority whether de jure or de facto, requirements of/change in any laws or regulations, strikes or industrial action, acts of terrorism, failure of courier/courier/ delivery service, or acts or disruption of any relevant stock exchange, depository, clearing house, settlement system or market.
10.7 The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement which must be made to any relevant authority whether governmental or otherwise, the payment of all unpaid calls, taxes, imposts, levies or duties due on any principal or interest, and/or any other liability or payment arising out of or in connection with the Securities and/or Cash.
10.8 The Custodian is not acting under this Agreement as investment manager or investment adviser to the Client, responsibility for the selection, acquisition and disposal of the Securities and/or Cash shall remain with the Client or its Authorised Person at all times, and the Custodian does not have any obligation to supervise the issuer of the Securities.. Custodial Agreement: The MCB Ltd/.................................................................................................................................................................................................................................................................................................................... Initials: .................................................................................................................................................................................................................
10.9 The Custodian shall not be bound to return identical securities lodged. The Client or its Authorised Person shall accept securities of the same class and type in place of the securities deposited.
10.10 The Custodian shall not be liable for any negligence, default, failure or delay of any depository, clearing system, securities registration body or securities registrar (or similar party) and any losses arising there from (including non-receipt of bonus, dividends and any rights).
10.11 The Custodian shall not be liable for any consequential or indirect loss.
10.12 The Custodian may in its sole discretion assist the Client in any tax matters; including any application for reduce rate or refund of tax. The Custodian gives no assurance that such assistance will result in relief at source, refund of tax or other intended consequences, and may in its sole discretion without liability withdraw such assistance at any time (notwithstanding any pending application).
10.13 The Custodian is entitled at its discretion to reverse incorrect credit entries to any accounts (including where an entry was made in anticipation of receipt of funds/assets which receipt was however not fulfilled).
10.14 The Custodian shall not have any duty to monitor the compliance by the Client or its Authorised Person or its customers/agents with any guideline or restriction imposed by the Client’s constitutional documents or by any other document, law or regulation (including compliance with any investment restriction and any notification requirement relating to the Client’s or its customers’/ agents’ beneficial ownership of securities).
10.15 The Custodian may rely in good faith on the advice of legal counsel or other professional.
10.16 The Custodian shall not have any liability in connection with its reliance in good faith on records that were maintained for the Client by another party prior to the Custodian’s appointment hereunder.
10.17 Where the Custodian is providing market values of securities, the Custodian may obtain information on such values from outside sources which the Custodian considers to be reliable and the Custodian makes no warranty as to the reliability, accuracy or completeness of such information.
10.18 In the event any property held by the Custodian hereunder shall be attached, garnisheed or levied upon under any court order, or if the delivery of such property shall be stayed or enjoined by any court order, or if any court order, judgment or decree shall be made or entered affecting such property or affecting any act by the Custodian, the Custodian may, in its sole discretion, obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of the Custody Agreement to the contrary. If the Custodian obeys and complies with any such writs, orders judgments or decrees it shall not be liable to any party hereto or to any other person, firm or corporation, by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 1 contract
Sources: Custody Agreement