Third Parties; Affiliates Clause Samples
The "Third Parties; Affiliates" clause defines the rights and obligations of parties in relation to entities that are not direct signatories to the agreement, such as third parties and affiliates of the contracting parties. Typically, this clause clarifies whether affiliates are included in the scope of the agreement and whether third parties can benefit from or enforce any terms. For example, it may specify that only the named parties and their affiliates have rights or that no third party has any claim under the contract. The core function of this clause is to prevent unintended legal claims or obligations arising from individuals or entities outside the primary contracting parties, thereby ensuring clarity and limiting liability.
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Third Parties; Affiliates. The Administrator may delegate to, or sub-contract with, third parties or affiliates administrative or other functions it deems necessary to perform its obligations under this Agreement; provided, however, all fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to the Trust for the acts and omissions of such other entities as if such acts or omissions were the acts or omissions of the Administrator and the Administrator shall not delegate final sign-off or delivery of any Service without prior consent of the Trust, which consent shall not be unreasonably withheld. The Trust acknowledges that during the term of this Agreement, the services to be performed by the Administrator may be completed by one or more of the Administrator’s affiliates or third parties (subject to the above) located in or outside of the United States of America.
Third Parties; Affiliates. The Administrator may delegate to, or sub-contract with, third parties or affiliates administrative or other functions it deems necessary to perform its obligations under this Agreement; provided, however, all fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to the Trust for the acts and omissions of such other entities as if such acts or omissions were the acts or omissions of the Administrator. The Trust acknowledges that during the term of this Agreement, the services to be performed by the Administrator may be completed by one or more of the Administrator’s affiliates or third parties located in or outside of the United States of America.
Third Parties; Affiliates. The Administrator may delegate to, or sub-contract with, third parties or affiliates administrative or other functions it deems necessary to perform its obligations under this Agreement; provided the Administrator procures that each such delegate or sub-contractor shall agree to abide by confidentiality obligations which are substantively similar to the confidentiality obligations as set forth herein, and all fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to the Trust for the acts and omissions of such other entities as if such acts or omissions were the acts or omissions of the Administrator. The Trust acknowledges that during the term of this Agreement, the services to be performed by the Administrator may be completed by one or more of the Administrator's affiliates or third parties located in or outside of the United States of America. The Administrator agrees to monitor the performance of each delegate and sub- contractor on an ongoing basis and to review each delegate's and sub-contractor's fitness to provide the delegated or sub-contracted services. Upon request from the Investment Adviser, the Administrator agrees to provide a full list of delegates and sub- contractors involved in the provision of the Services, together with details of the services each performs.
Third Parties; Affiliates. The Administrator may not delegate to, or sub-contract with, unaffiliated third parties for the performance of any material part of the Services without the Trust’s prior written consent, which consent shall not be unreasonably withheld. The Administrator may delegate to, or sub-contract with, any of its Affiliates for the performance of any part of the Services without the Trust’s prior written consent, subject to the requirements of this Section. All fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to the Trust for the acts and omissions of the delegate or subcontractor (the “Delegate”) as if such acts or omissions were the acts or omissions of the Administrator. Additionally, all such Delegates unaffiliated with Administrator shall first be party to a written agreement with Administrator that provides obligations for the protection of Confidential Information that are no less protective of such information than those set forth in this Agreement, and Administrator shall properly supervise the provision of any of the Services by such third party Delegates to ensure that the Services are provided in compliance with the terms of this Agreement. As of the Effective Date, Administrator utilizes NTT Data Process Services, LLC, NIIT Technologies, Inc. and Tata Consultancy Services Limited as sub-contractors to perform certain ancillary services under this Agreement (e.g. security master set-up, over-night reconciliation, etc) and the Trust approves such Delegates, provided that they are provided in compliance with the terms of this Agreement.
Third Parties; Affiliates. The Administrator may delegate to, or sub-contract with, third parties or affiliates administrative or other functions it deems necessary to perform its obligations under this Agreement; provided, however, all fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to Trust for the acts and omissions of such other entities as if such acts or omissions were the acts or omissions of the Administrator. Trust acknowledges that during the term of this Agreement, the services to be performed by the Administrator may be completed by one or more of the Administrator’s affiliates or third parties located in or outside of the United States of America. SEI - 262056 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF
Third Parties; Affiliates. Except with respect to Core Services, the Administrator may delegate to, or sub-contract with, third parties or affiliates administrative or other functions it deems necessary to perform its obligations under this Agreement; provided, however, all fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to Company for the acts and omissions of such other entities as if such acts or omissions were the acts or omissions of the Administrator. The Administrator shall not delegate to, or sub-contract with, third parties or affiliates any Core Services without Company’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Company acknowledges that during the term of this Agreement, the services to be performed by the Administrator may be completed by one or more of the Administrator’s affiliates or third parties located in or outside of the United States of America.
Third Parties; Affiliates. Except with respect to Core Services, the Administrator may delegate to, or sub-contract with, third parties or affiliates administrative or other functions it deems necessary to perform its obligations under this Agreement; provided, however, all fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to Fund for the acts and omissions of such other entities as if such acts or omissions were the acts or omissions of the Administrator. The Administrator shall not delegate to, or sub-contract with, third parties or affiliates any Core Services without the Fund's prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Fund acknowledges that during the term of this Agreement, the services to be performed by the Administrator may be completed by one or more of the Administrator's affiliates or third parties located in or outside of the country-regionplaceUnited States of America. Without in any way limiting the foregoing, the Administrator shall provide prior notice to the Fund in the event that it delegates or transfers any of the non-administrative aspects of the service described in item 13 of Schedule II.
Third Parties; Affiliates. The Sub-Administrator may delegate to, or sub-contract with, third parties or affiliates administrative or other functions it deems necessary to perform its obligations under this Agreement; provided, however, all fees and expenses incurred in any delegation or sub-contract shall be paid by the Sub-Administrator and the Sub Administrator shall remain responsible to GXMC for the acts and omissions of such other entities as if such acts or omissions were the acts or omissions of the Sub-Administrator. GXMC acknowledges that during the term of this Agreement, the services to be performed by the Sub-Administrator may be completed by one or more of the Sub Administrator's affiliates or third parties located in or outside of the United States of America.
Third Parties; Affiliates. The Administrator may delegate to, or sub-contract with, third parties or affiliates administrative or other functions it deems necessary to perform its obligations under this Agreement upon prior written notice to the Fund and in accordance with the requirements of the Central Bank; provided, however, all fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to each Fund for the acts or omissions of such other entities as if such acts or omissions were the acts or omissions of the Administrator. Prior to delegating or sub-contracting any function to an affiliate or third party, the Administrator shall have notified the Central Bank in writing and received specific approval from the Central Bank of such outsourcing activity. The Administrator shall take all reasonable steps to satisfy itself as to the ability and competence of the third party to discharge the duties delegated to it and shall take suitable measures to ensure that the outsourced activities continue to meet the performance and quality standards that would apply if Administrator were performing the outsourced activities. The Fund acknowledges that during the term of this Agreement, the services to be performed by the Administrator may be completed by one or more of the Administrator’s affiliates or third parties located in or outside of Ireland; provided, however, that the Administrator shall comply with all applicable Central Bank requirements relating to the outsourcing of such administration activities.
Third Parties; Affiliates. The Administrator may delegate to, or sub-contract with, third parties or affiliates administrative or other functions it deems necessary to perform its obligations under this Agreement; provided, however, that reasonable advance notification has been provided to Trust and all fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to Trust for the acts and omissions of such other entities as if such acts or omissions were the acts or omissions of the Administrator. Trust acknowledges that during the term of this Agreement, the services to be performed by the Administrator may be completed by one or more of the Administrator's affiliates or third parties located in or outside of the United States of America.