Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 242 contracts

Samples: Indenture (Bitdeer Technologies Group), Indenture (Motorsport Games Inc.), Indenture (Unity Software Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: : (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; ~~and~~ and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 47 contracts

Samples: Indenture (Unicycive Therapeutics, Inc.), Indenture (vTv Therapeutics Inc.), Indenture (Aquestive Therapeutics, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 44 contracts

Samples: Indenture (WANG & LEE GROUP, Inc.), Indenture (Jayud Global Logistics LTD), Indenture (Qilian International Holding Group LTD)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of ~~his or her~~ such person’s own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of ~~bad faith~~ willful misconduct on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal or financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 38 contracts

Samples: Indenture (Kymera Therapeutics, Inc.), Indenture (Kymera Therapeutics, Inc.), Indenture (Brainstorm Cell Therapeutics Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 36 contracts

Samples: Indenture (Heritage Insurance Holdings, Inc.), Indenture (Groupon, Inc.), Indenture (Groupon, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 29 contracts

Samples: Indenture (Kaival Brands Innovations Group, Inc.), Indenture (Liquidia Technologies Inc), Indenture (Spectrum Pharmaceuticals Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the ~~Trustee~~ Trustee, was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 29 contracts

Samples: Indenture (TC BioPharm (Holdings) PLC), Indenture (TC BioPharm (Holdings) PLC), Indenture (Sangstat Medical Corp)

Certain Duties and Responsibilities of Trustee. (a1) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b2) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (ia) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (iib) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (ivd) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 27 contracts

Samples: Indenture (Aerovate Therapeutics, Inc.), Indenture (Better Therapeutics, Inc.), Indenture (Better Therapeutics, Inc.)

Certain Duties and Responsibilities of Trustee. (a) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to any series of Securities, (i) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this ~~Indenture~~Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee~~. In~~ ; and (ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of calculations or other facts stated therein). (b) If an Event of Default with respect to any series of Securities actually known to a Responsible Officer of the ~~Securities of a series~~ Trustee has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall ~~exercise~~ exercise, with respect to the Securities of ~~that series~~ such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (bc) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ Subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and Subsection (Ba) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Outstanding Securities of any series ~~at the time Outstanding~~ relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to the Securities of such series, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to the Securities of ~~that~~ such series;; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 19 contracts

Samples: Indenture (Nymox Pharmaceutical Corp), Indenture (Nymox Pharmaceutical Corp), Subordinated Indenture (Pinnacle Financial Partners Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred~~: (A)~~ : the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; ~~and (B)~~ and in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the ~~Trustee~~ Trustee, was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 18 contracts

Samples: Indenture (American Realty Capital Properties, Inc.), Indenture (Human Genome Sciences Inc), Indenture (Aastrom Biosciences Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred~~: (A)~~ : the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; ~~and (B)~~ and in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the ~~Trustee~~ Trustee, was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ this Subsection shall not be construed to limit the effect of Subsection (c) of this Section 7.01. (c) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers if there is~~ powers, it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to~~ it;. (vd) The Trustee shall not be ~~required~~ deemed to ~~give~~ have notice of or be charged with having knowledge of any ~~bond~~ Default or ~~surety in~~ Event of Default with respect to any series of Securities, except Events of Default under Section 6.01(a)(1) or (a)(2), if and so long as it is acting as paying agent with respect to the ~~performance~~ Securities of ~~its powers~~ such series, unless written notice of such Default Event or ~~duties hereunder; (vi) The permissive right~~ Event of Default, as the case may be, is received by the Trustee at the Corporate Trust Office of the Trustee ~~to do things enumerated in~~ from the Company or any Holder of Securities of such series, and such notice references the Securities and this Indenture. (e) Whether or not expressly so provided, every provision of this Indenture ~~shall not be construed as a duty~~ relating to the conduct or affecting the liability of or affording protection to the ~~Trustee; and (vii) No~~ Trustee shall ~~have any duty or responsibility for any act or omission~~ be subject to the provisions of ~~any other Trustee appointed with respect to a series of Securities hereunder~~this Section 7.01.

Appears in 16 contracts

Samples: Indenture (Lucid Diagnostics Inc.), Indenture (Lucid Diagnostics Inc.), Indenture (Nuvve Holding Corp.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have ~~occurred: (A~~occurred:(A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; ~~and~~ and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 14 contracts

Samples: Indenture (Unicycive Therapeutics, Inc.), Indenture (Sidus Space Inc.), Indenture (Aridis Pharmaceuticals, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 13 contracts

Samples: Indenture (Golden Matrix Group, Inc.), Indenture (Golden Matrix Group, Inc.), Indenture (Trxade Group, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 11 contracts

Samples: Subordinated Indenture (Biodel Inc), Senior Indenture (Biodel Inc), Subordinated Indenture (Vertex Pharmaceuticals Inc / Ma)

Certain Duties and Responsibilities of Trustee. (a1) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to any series of Securities, (A) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this ~~Indenture~~Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee with respect to such series; and (B) in the absence of bad faith on its part, the Trustee may rely with respect to the Securities of such series, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee. , the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (2) In case an Event of Default with respect to ~~the~~ any series of Securities ~~of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture~~Indenture with respect to the Securities of such series, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) ~~the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of~~ this ~~Indenture, and the Trustee~~ Section 601(3) shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; andSection 601(1); (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~C) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of ~~not less than~~ a majority in aggregate principal amount of the Outstanding Securities of any ~~series at the time Outstanding~~ series, determined as provided in Section 101, Section 104 and Section 511, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to the Securities of ~~that~~ such series;; and (ivD) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection 601.

Appears in 10 contracts

Samples: Indenture (Apple Inc.), Indenture (Cisco Systems, Inc.), Indenture (Cisco Systems, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Aa) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bb) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the ~~Trustee~~ Trustee, was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 10 contracts

Samples: Indenture (Singing Machine Co Inc), Indenture (Singing Machine Co Inc), Indenture (Ault Global Holdings, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing of all Events of Default ~~with respect to the Securities of that series~~ that may have occurred, shall undertake to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default ~~with respect to the Securities of a series~~ has occurred (that has not been cured or waived), the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture,~~ Indenture and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing or waiving of all such Events of Default ~~with respect to that series~~ that may have occurred~~: (A)~~ : the duties and obligations of the Trustee shall ~~with respect to the Securities of such series~~ be determined solely by the express provisions of this Indenture, and the Trustee shall ~~not~~ be ~~liable with respect to the Securities of such series except~~ responsible only for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; ~~and (B)~~ and in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the ~~Securities of any series~~ Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the ~~Securities of that series;~~Bonds; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 9 contracts

Samples: Indenture (Phoenix Capital Group Holdings, LLC), Indenture (Phoenix Capital Group Holdings I LLC), Indenture (Knightscope, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 9 contracts

Samples: Subordinated Indenture (Genaissance Pharmaceuticals Inc), Subordinated Indenture (Transkaryotic Therapies Inc), Senior Indenture (Genaissance Pharmaceuticals Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Aa) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bb) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 9 contracts

Samples: Indenture (Xoma LTD /De/), Indenture (Xoma LTD /De/), Indenture (Xoma LTD /De/)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred~~: (A)~~ : the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; ~~and (B)~~ and in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the ~~Trustee~~ Trustee, was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ this Subsection shall not be construed to limit the effect of Subsection (c) of this Section 7.01. (c) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers if there is~~ powers, it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to~~ it;. (vd) The Trustee shall not be ~~required~~ deemed to ~~give~~ have notice of or be charged with having knowledge of any ~~bond~~ Default or ~~surety in~~ Event of Default with respect to any series of Securities, except Events of Default under Section 6.01(a)(1) or (a)(2), if and so long as it is acting as paying agent with respect to the ~~performance~~ Securities of ~~its powers~~ such series, unless written notice of such Default Event or ~~duties hereunder; (vi) The permissive right~~ Event of Default, as the case may be, is received by the Trustee at the Corporate Trust Office of the Trustee ~~to do things enumerated in~~ from the Company or any Holder of Securities of such series, and such notice references the Securities and this Indenture. (e) Whether or not expressly so provided, every provision of this Indenture ~~shall not be construed as a duty~~ relating to the conduct or affecting the liability of or affording protection to the ~~Trustee; and (vii) No~~ Trustee shall ~~have any duty or responsibility for any act or omission~~ be subject to the provisions of ~~any other Trustee appointed with respect to a series of Securities hereunder~~this Section 7.01.

Appears in 8 contracts

Samples: Indenture (Fusion Fuel Green PLC), Indenture (Fusion Fuel Green PLC), Indenture (NAKED BRAND GROUP LTD)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee ~~may~~ with respect to the Securities of such series may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical computations or other facts, statements and opinions stated therein); (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time ~~Outstanding~~ Outstanding, determined as provided in Sections 1.01, 6.06, 8.01 and 11.03, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not ~~reasonably~~ assured to it under the terms of this Indenture or ~~adequate~~ indemnity and security reasonably satisfactory to it against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderassured.

Appears in 8 contracts

Samples: Indenture (ADT, Inc.), Indenture (ADT, Inc.), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of ~~his or her~~ such person’s own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee ~~may~~ may, with respect to the Securities of such ~~series~~ series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; ~~but~~ however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding (determined as provided in Section 8.4) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 8 contracts

Samples: Indenture (Protalix BioTherapeutics, Inc.), Indenture (Protalix BioTherapeutics, Inc.), Indenture (Brickell Biotech, Inc.)

Certain Duties and Responsibilities of Trustee. ~~(a)~~ The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the ~~curing~~ curing, remedying or waiving of all Events of Default ~~with respect to the Securities of that series that~~ which may have occurred, ~~shall undertake~~ undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this Indenture~~, and no implied covenants shall be read into this Indenture against the Trustee~~. In case an Event of Default ~~with respect to the Securities of a series~~ has occurred (~~that~~ which has not been ~~cured~~ cured, remedied or waived), the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs~~. (b)~~ . No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, ~~except~~ provided, however, that: (ia) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the ~~curing~~ curing, remedying or ~~waiving~~ waving of all ~~such~~ Events of Default ~~with respect to that series that~~ which may have occurred: (A1) the duties and obligations of the Trustee shall ~~with respect to the Securities of such series~~ be determined solely by the express provisions of this ~~Indenture,~~ Indenture and the Trustee shall not be liable ~~with respect to the Securities of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B2) in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions ~~that~~ which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (iib) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or ~~Responsible~~ Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (~~iii~~c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of ~~not less than a majority in principal amount of the~~ Securities ~~of any series at the time Outstanding~~ pursuant to Section 6.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this ~~Indenture with respect to the Securities of that series; (iv) none~~ Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to~~ it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 7 contracts

Samples: Senior Indenture (Covad Communications Group Inc), Senior Indenture (Handspring Inc), Senior Indenture (Lexar Media Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee ~~may~~ with respect to the Securities of such series may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical computations or other facts stated therein); (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 7 contracts

Samples: Indenture (Thermo Fisher Scientific Inc.), Indenture (Thermo Fisher Scientific (Finance I) B.V.), Indenture (Applied Materials Inc /De)

Certain Duties and Responsibilities of Trustee. (a1) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of ~~Default with respect to~~ Default: (i) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. ; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (2) In case an Event of Default ~~with respect to the Securities of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ Subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection 5.01(1); (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the ~~Securities of any series at the time~~ Outstanding Notes relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to such Notes, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to ~~the Securities of that series;~~such Notes; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 7 contracts

Samples: Indenture (Gencor Industries Inc), Indenture (Bottling Group LLC), Indenture (Alpine Group Inc /De/)

Certain Duties and Responsibilities of Trustee. ~~(a)~~ The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the ~~curing~~ curing, remedying or waiving of all Events of Default ~~with respect to the Securities of that series that~~ which may have occurred, ~~shall undertake~~ undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this Subordinated Indenture~~, and no implied covenants shall be read into this Indenture against the Trustee~~. In case an Event of Default ~~with respect to the Securities of a series~~ has occurred (~~that~~ which has not been ~~cured~~ cured, remedied or waived), the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this Subordinated Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs~~. (b)~~ . No provision of this Subordinated Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, ~~except~~ provided, however, that: (ia) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the ~~curing~~ curing, remedying or ~~waiving~~ waving of all ~~such~~ Events of Default ~~with respect to that series that~~ which may have occurred: (A1) the duties and obligations of the Trustee shall ~~with respect to the Securities of such series~~ be determined solely by the express provisions of this ~~Indenture,~~ Subordinated Indenture and the Trustee shall not be liable ~~with respect to the Securities of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Subordinated Indenture, and no implied covenants or obligations shall be read into this Subordinated Indenture against the Trustee; and (B2) in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Subordinated Indenture; but in the case of any such certificates or opinions ~~that~~ which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Subordinated Indenture; (iib) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or ~~Responsible~~ Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (~~iii~~c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of ~~not less than a majority in principal amount of the~~ Subordinated Securities ~~of any series at the time Outstanding~~ pursuant to Section 6.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this ~~Indenture with respect to the Securities of that series; (iv) none~~ Subordinated Indenture. None of the provisions contained in this Subordinated Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to~~ it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 7 contracts

Samples: Subordinated Indenture (Covad Communications Group Inc), Subordinated Indenture (Handspring Inc), Subordinated Indenture (Ati Financing Ii)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing of all Events of Default ~~with respect to the Securities of that series~~ that may have occurred, shall undertake to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default ~~with respect to the Securities of a series~~ has occurred (that has not been cured or waived), the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing or waiving of all such Events of Default ~~with respect to that series~~ that may have occurred~~: (A)~~ : the duties and obligations of the Trustee shall ~~with respect to the Securities of such series~~ be determined solely by the express provisions of this Indenture, and the Trustee shall ~~not~~ only be ~~liable with respect to the Securities of such series except~~ responsible for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; ~~and (B)~~ and in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the ~~Securities of any series~~ Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the ~~Securities of that series;~~Bonds; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 7 contracts

Samples: Indenture (MCI Income Fund VII, LLC), Indenture (Versity Invest, LLC), Indenture (Versity Invest, LLC)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ Person would exercise or use under the circumstances in the conduct of ~~his or her~~ such Person’s own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee ~~may~~ may, with respect to the Securities of such ~~series~~ series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture~~; but~~ , provided however, that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture but need not confirm or investigate the accuracy of any mathematical calculation or other facts stated therein; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding (determined as provided in Section 8.4) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 7 contracts

Samples: Indenture (Amerant Bancorp Inc.), Indenture (Amerant Florida Bancorp Inc.), Indenture (Amerant Bancorp Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Aa) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bb) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the ~~Trustee~~ Trustee, was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding (determined as provided in Section 8.04) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 7 contracts

Samples: Indenture (Seacor Smit Inc), Indenture (Dobson Financing Trust), Indenture (Seacor Smit Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: : (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; ~~and~~ and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 7 contracts

Samples: Indenture (GenMark Diagnostics, Inc.), Indenture (PROS Holdings, Inc.), Indenture (Maxwell Technologies Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have ~~occurred: (A~~occurred:(A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 6 contracts

Samples: Indenture (Synergy Pharmaceuticals, Inc.), Indenture (Organovo Holdings, Inc.), Indenture (Kratos Defense & Security Solutions, Inc.)

Certain Duties and Responsibilities of Trustee. ~~(a)~~ The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the ~~curing~~ curing, remedying or waiving of all Events of Default ~~with respect to the Securities of that series that~~ which may have occurred, ~~shall undertake~~ undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this Indenture~~, and no implied covenants shall be read into this Indenture against the Trustee~~. In case an Event of Default ~~with respect to the Securities of a series~~ has occurred (~~that~~ which has not been ~~cured~~ cured, remedied or waived), the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs~~. (b)~~ . No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, ~~except~~ provided, however, that: (ia) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the ~~curing~~ curing, remedying or ~~waiving~~ waving of all ~~such~~ Events of Default ~~with respect to that series that~~ which may have occurred: (A1) the duties and obligations of the Trustee shall ~~with respect to the Securities of such series~~ be determined solely by the express provisions of this ~~Indenture,~~ Indenture and the Trustee shall not be liable ~~with respect to the Securities of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee~~; and~~; (B2) in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions ~~that~~ which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); and (3) this Subsection shall not be construed to limit the effect of the first paragraph and the second to last paragraph of this Section; (iib) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or ~~Responsible~~ Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (~~iii~~c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of ~~not less than a majority in principal amount of the~~ Securities ~~of any series at the time Outstanding~~ pursuant to Section 6.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this ~~Indenture with respect to the Securities of that series; (iv) none~~ Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to~~ it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 6 contracts

Samples: Senior Indenture (Achieve Life Sciences, Inc.), Senior Indenture (Biolife Solutions Inc), Senior Indenture (Oncogenex Pharmaceuticals, Inc.)

Certain Duties and Responsibilities of Trustee. ~~(a)~~ The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the ~~curing~~ curing, remedying or waiving of all Events of Default ~~with respect to the Securities of that series that~~ which may have occurred, ~~shall undertake~~ undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this Subordinated Indenture~~, and no implied covenants shall be read into this Indenture against the Trustee~~. In case an Event of Default ~~with respect to the Securities of a series~~ has occurred (~~that~~ which has not been ~~cured~~ cured, remedied or waived), the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this Subordinated Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs~~. (b)~~ . No provision of this Subordinated Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, ~~except~~ provided, however, that: (ia) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the ~~curing~~ curing, remedying or ~~waiving~~ waving of all ~~such~~ Events of Default ~~with respect to that series that~~ which may have occurred: (A1) the duties and obligations of the Trustee shall ~~with respect to the Securities of such series~~ be determined solely by the express provisions of this ~~Indenture,~~ Subordinated Indenture and the Trustee shall not be liable ~~with respect to the Securities of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Subordinated Indenture, and no implied covenants or obligations shall be read into this Subordinated Indenture against the Trustee~~; and~~; (B2) in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Subordinated Indenture; but in the case of any such certificates or opinions ~~that~~ which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Subordinated Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); and; (ii3) this Subsection shall not be construed to limit the effect of the first paragraph and the second to last paragraph of this Section; (b) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or ~~Responsible~~ Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (~~iii~~c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of ~~not less than a majority in principal amount of the~~ Subordinated Securities ~~of any series at the time Outstanding~~ pursuant to Section 6.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this ~~Indenture with respect to the Securities of that series; (iv) none~~ Subordinated Indenture. None of the provisions contained in this Subordinated Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to~~ it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 6 contracts

Samples: Subordinated Indenture (Achieve Life Sciences, Inc.), Subordinated Indenture (Biolife Solutions Inc), Subordinated Indenture (Oncogenex Pharmaceuticals, Inc.)

Certain Duties and Responsibilities of Trustee. (a) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to any series of Securities, (i) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this ~~Indenture~~Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee. ; and (ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to ~~the~~ any series of Securities ~~of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall ~~exercise~~ exercise, with respect to the Securities of ~~that series~~ such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (bc) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ Subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and Subsection (Ba) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection 6.01; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Outstanding Securities of any series ~~at the time Outstanding~~ relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to the Securities of such series, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to the Securities of ~~that~~ such series;; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection 6.01.

Appears in 6 contracts

Samples: Subordinated Indenture (Xylem Inc.), Senior Indenture (Xylem Inc.), Indenture (Xylem Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Aa) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bb) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Securityholders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 5 contracts

Samples: Senior Indenture (Brighthouse Financial, Inc.), Junior Subordinated Indenture (Brighthouse Financial, Inc.), Subordinated Indenture (Brighthouse Financial, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee ~~may~~ with respect to the Securities of such series may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical computations or other facts, statements and opinions stated therein); (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time ~~Outstanding~~ Outstanding, determined as provided in Sections 2.01, 6.06, 8.01 and 12.03, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not ~~reasonably~~ assured to it under the terms of this Indenture or ~~adequate~~ indemnity and security reasonably satisfactory to it against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderassured.

Appears in 5 contracts

Samples: Indenture (ADT, Inc.), Indenture (ADT, Inc.), Indenture (ADT Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a ~~Responsible~~ Trust Officer or ~~Responsible~~ Trust Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 5 contracts

Samples: Indenture (CyrusOne Foreign Holdings LLC), Indenture (CyrusOne Finance Corp.), Indenture (CyrusOne LP)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee ~~may~~ with respect to the Securities of such series may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical computations or other facts, statements and opinions stated therein); (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 5 contracts

Samples: Indenture (IPERIONX LTD), Indenture (Piedmont Lithium LTD), Indenture (Tyco International LTD /Ber/)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing of all Events of Default ~~with respect to the Securities of that series~~ that may have occurred, shall undertake to perform with respect to the ~~Securities of such series~~ Debentures such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default ~~with respect to the Securities of a series~~ has occurred (that has not been cured or waived), the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing or waiving of all such Events of Default ~~with respect to that series~~ that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the ~~Securities of such series~~ Debentures be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the ~~Securities of such series~~ Debentures except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the ~~Securities of such series~~ Debentures conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the ~~Securities of any series~~ Debentures at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the ~~Securities of that series;~~Debentures; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 5 contracts

Samples: Indenture (Stifel Financial Capital Trust), Indenture (Yardville Capital Trust), Indenture (Independent Capital Trust)

Certain Duties and Responsibilities of Trustee. (a1) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to any series of Securities, (A) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this ~~Indenture~~Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee with respect to such series; and (B) in the absence of bad faith on its part, the Trustee may conclusively rely with respect to the Securities of such series, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee. , the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein). (2) In case an Event of Default with respect to ~~the~~ any series of Securities ~~of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture~~Indenture with respect to the Securities of such series, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) ~~the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of~~ this ~~Indenture, and the Trustee~~ Section 601(3) shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of ~~such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants~~ Section 601(1) or ~~obligations shall be read into this Indenture against the Trustee; and~~Section 601(4); (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (~~iii~~C) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of ~~not less than~~ a majority in aggregate principal amount of the Outstanding Securities of any ~~series at the time Outstanding~~ series, determined as provided in Sections 101, 104 and 511, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to the Securities of ~~that~~ such series;. (iv4) ~~none~~ No provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (5) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection 601.

Appears in 5 contracts

Samples: Indenture (KKR & Co. Inc.), Indenture (KKR & Co. Inc.), Indenture (Carlyle Group L.P.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee ~~may~~ with respect to the Securities of such series may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical computations or other facts, statements and opinions stated therein); (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 5 contracts

Samples: Indenture (TYCO INTERNATIONAL PLC), Indenture (Tyco International Finance S.A.), Indenture (Tyco International Finance S.A.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) ~~The~~ the Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) ~~The~~ the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No no Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 5 contracts

Samples: Indenture (Lakeland Industries Inc), Indenture (Veritone, Inc.), Indenture (Cara Therapeutics, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ Person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Aii) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Biii) in the absence of ~~bad faith~~ negligence or willful misconduct on the part of the Trustee, the Trustee ~~may~~ with respect to the Securities of such series may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical computations or other facts, statements and opinions stated therein); (iiiv) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~v) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time ~~Outstanding~~ Outstanding, determined as provided in Sections 2.01, 2.17, 9.06, 11.01 and 15.03, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (ivvi) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not ~~reasonably~~ assured to it under the terms of this Indenture or ~~adequate~~ indemnity and security reasonably satisfactory to it against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderassured.

Appears in 4 contracts

Samples: Indenture (ADT Inc.), Indenture (ADT Inc.), Indenture (ADT Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing of all Events of Default ~~with respect to the Securities of that series~~ that may have occurred, shall undertake to perform with respect to the Securities of ~~such series~~ any series, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. ~~In case~~ If an Event of Default ~~with respect to the Securities of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture,~~ Indenture and use the same degree of care and skill in ~~their exercise,~~ its exercise as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of ~~his or her~~ such person’s own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to ~~act,~~ act or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing or waiving of all such Events of Default ~~with respect to that series~~ that may have occurred: (Ai) the duties and obligations of the Trustee ~~shall~~ with respect to the Securities of ~~such~~ any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable ~~with respect to the Securities of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this ~~Indenture~~Indenture and the Trust Indenture Act; but in the case of any such certificates or opinions that by any provision hereof or Section 314 of the TIA are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer ~~or Responsible Officers~~ of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it them in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this ~~Indenture with respect~~ Indenture; and (4) notwithstanding anything contained herein to the ~~Securities of that series; (iv) none of~~ contrary, subject to the provisions ~~contained in this Indenture shall require~~ of TIA Sections 315(a) through 315(d), the Trustee shall not be required to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under~~ it. (c) Whether or not therein expressly so provided, except to the ~~terms~~ extent expressly provided herein to the contrary, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ effecting the liability or affording protection to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee~~; and (vii) No Trustee~~ , shall ~~have any duty or responsibility for any act or omission~~ be subject to the provisions of ~~any other Trustee appointed with respect to a series of Securities hereunder~~this Section.

Appears in 4 contracts

Samples: Indenture (Ovintiv Inc.), Indenture (Ovintiv Inc.), Indenture (Encana Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing of all Events of Default ~~with respect to the Securities of that series~~ that may have occurred, shall undertake to perform with respect to the ~~Securities of such series~~ Notes such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default ~~with respect to the Securities of a series~~ has occurred (that has not been cured or waived), the Trustee shall exercise with respect to ~~Securities of that series~~ the Notes such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing or waiving of all such Events of Default ~~with respect to that series~~ that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the ~~Securities of such series~~ Notes be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the ~~Securities of such series~~ Notes except for the performance of such duties and obligations as are specifically set forth in this Indenture and subject to the terms of this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of ~~bad faith~~ negligence or willful misconduct on the part of the Trustee, the Trustee may with respect to the ~~Securities of such series~~ Notes conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the ~~Securities of any series~~ Notes at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the ~~Securities of that series;~~Notes; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 4 contracts

Samples: Indenture (Mannkind Corp), Indenture (Mannkind Corp), Indenture (Mannkind Corp)

Certain Duties and Responsibilities of Trustee. (a1) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to any series of Securities, (A) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this ~~Indenture~~Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee with respect to such series; and (B) in the absence of negligence or willful misconduct on its part, the Trustee may conclusively rely with respect to the Securities of such series, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee. , the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein). (2) In case an Event of Default with respect to ~~the~~ any series of Securities ~~of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture~~Indenture with respect to the Securities of such series, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) ~~the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of~~ this ~~Indenture, and the Trustee~~ Section 601(3) shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of ~~such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants~~ Section 601(1) or ~~obligations shall be read into this Indenture against the Trustee; and~~Section 601(4); (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (~~iii~~C) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of ~~not less than~~ a majority in aggregate principal amount of the Outstanding Securities of any ~~series at the time Outstanding~~ series, determined as provided in Sections 101, 104 and 511, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to the Securities of ~~that~~ such series;. (iv4) ~~none~~ No provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (5) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection 601.

Appears in 4 contracts

Samples: Subordinated Indenture (Royalty Pharma Holdings Ltd.), Subordinated Indenture (Royalty Pharma Holdings Ltd.), Indenture (Royalty Pharma PLC)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities ~~of a series~~ has occurred (that has not been cured or waived), the Trustee shall exercise with respect to the Securities ~~of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior Prior to the occurrence of an Event of Default with respect to the Securities ~~of a series~~ and after the curing or waiving of all such Events of Default with respect to ~~that series~~ the Securities that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities ~~of such series~~ be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities ~~of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) this subsection shall not be construed to limit the effect of Section 8.01(b); (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible ~~Officers of the Trustee~~Officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Securities ~~of any series~~ at the time Outstanding (determined as provided in Section 2.08) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the ~~Securities of that series;~~Securities; and (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it;. (vd) ~~The Trustee shall~~ Whether or not ~~be required~~ expressly so provided, every provision of this Indenture relating to ~~give any bond~~ the conduct or ~~surety in respect of~~ affecting the ~~performance of its powers~~ liability or ~~duties hereunder; (vi) The permissive right of~~ affording protection to the Trustee (in any capacity, including Paying Agent, Registrar or Conversion Agent) shall be subject to ~~do things enumerated in~~ the provisions of this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 4 contracts

Samples: Indenture (Adc Telecommunications Inc), Indenture (Adc Telecommunications Inc), Indenture (Adc Telecommunications Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderpowers.

Appears in 4 contracts

Samples: Indenture (Nektar Therapeutics), Indenture (Nektar Therapeutics), Indenture (Nektar Therapeutics)

Certain Duties and Responsibilities of Trustee. (a) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to any series of Securities, (i) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this ~~Indenture~~Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee. ; and (ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to ~~the~~ any series of Securities ~~of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall ~~exercise~~ exercise, with respect to the Securities of ~~that series~~ such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (bc) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ Subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and Subsection (Ba) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Outstanding Securities of any series ~~at the time Outstanding~~ relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to the Securities of such series, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to the Securities of ~~that~~ such series;; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 4 contracts

Samples: Indenture (Brown Forman Corp), Indenture (Pepsico Inc), Indenture (Brown Forman Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Aa) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bb) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the ~~Trustee~~ Trustee, was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 4 contracts

Samples: Indenture (Metlife Inc), Indenture (Gamco Investors, Inc. Et Al), Indenture (Unitrin Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 4 contracts

Samples: Indenture (Highpower International, Inc.), Indenture (Highpower International, Inc.), Indenture (Vaxgen Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Debt Securities of a series and after the curing of all Events of Default with respect to the Debt Securities of that series that may have occurred, shall undertake to perform with respect to the Debt Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debt Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Debt Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No no provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Debt Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee ~~shall~~ shall, with respect to the Debt Securities of such ~~series~~ series, be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Debt Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Debt Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Debt Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Debt Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 4 contracts

Samples: Indenture (Arvin Capital I), Indenture (Arvin Capital I), Indenture (WPSR Capital Trust I)

Certain Duties and Responsibilities of Trustee. (a1) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to ~~the Securities of~~ a series ~~and after~~ of Notes: (i) the ~~curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties with respect to such series of Notes as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to such series of Notes shall be read into this Indenture against the Trustee. ; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (2) In case an Event of Default with respect to ~~the Securities of~~ a series of Notes has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture~~Indenture with respect to such series of Notes, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ Subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection 5.01(1); (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the ~~Securities~~ Outstanding Notes of any series ~~at the time Outstanding~~ relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to such series of Notes, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to ~~the Securities~~ such series of ~~that series;~~Notes; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection 5.01.

Appears in 4 contracts

Samples: Indenture (Pepsico Inc), Indenture (Pepsi Bottling Group Inc), Indenture (Bottling Group LLC)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. ~~In case~~ Where an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 4 contracts

Samples: Indenture (Pike Corp), Indenture (Pike Corp), Indenture (Pike Equipment & Supply Company, LLC)

Certain Duties and Responsibilities of Trustee. (a) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to any series of Securities, (i) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this ~~Indenture~~Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee. ; and (ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to ~~the~~ any series of Securities ~~of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall ~~exercise~~ exercise, with respect to the Securities of ~~that series~~ such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (bc) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ Subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and Subsection (Ba) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Outstanding Securities of any series ~~at the time Outstanding~~ relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to the Securities of such series, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to the Securities of ~~that~~ such series;; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 3 contracts

Samples: Indenture (Leucadia National Corp), Indenture (Leucadia National Corp), Indenture (Leucadia National Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived)) and is continuing, the Trustee shall exercise with respect to the Securities of ~~that~~ such series such ~~of the~~ rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to ~~that~~ the Securities of such series that may have occurred: (A) the duties and obligations of the Trustee ~~shall~~ with respect to the Securities of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee ~~may~~ with respect to the Securities of such series may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical computations or other facts stated therein); (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of ~~not less than~~ at least a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of ~~that~~ such series;; and (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it;. (vc) ~~The~~ Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 3 contracts

Samples: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC), Indenture (Covidien PLC)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing of all Events of Default ~~with respect to the Securities of that series~~ that may have occurred, shall undertake to perform with respect to the ~~Securities of such series~~ Notes such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default ~~with respect to the Securities of a series~~ has occurred (that has not been cured or waived), the Trustee shall exercise with respect to ~~Securities of that series~~ the Notes such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing or waiving of all such Events of Default ~~with respect to that series~~ that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the ~~Securities of such series~~ Notes be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the ~~Securities of such series~~ Notes except for the performance of such duties and obligations as are specifically set forth in this Indenture and subject to the terms of this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the ~~Securities of such series~~ Notes conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the ~~Securities of any series~~ Notes at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the ~~Securities of that series;~~Notes; and (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture (Greenbrier Companies Inc), Indenture (Greenbrier Companies Inc), Indenture (Digital River Inc /De)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Aa) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bb) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the ~~Trustee~~ Trustee, was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or ~~adequate~~ indemnity satisfactory to the Trustee against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture (Athene Holding Ltd.), Indenture (Athene Holding Ltd.), Indenture (Athene Holding LTD)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the ~~Trustee~~ Trustee, was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it;. (vc) ~~The~~ Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 3 contracts

Samples: Indenture (Blackstone Mortgage Trust, Inc.), Indenture (Blackstone Mortgage Trust, Inc.), Indenture (Blackstone Mortgage Trust, Inc.)

Certain Duties and Responsibilities of Trustee. (a1) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to any series of Securities, (A) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this ~~Indenture~~Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee with respect to such series; and (B) in the absence of bad faith on its part, the Trustee may rely with respect to the Securities of such series, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee. , the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (2) In case an Event of Default with respect to ~~the~~ any series of Securities ~~of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture~~Indenture with respect to the Securities of such series, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) ~~the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of~~ this ~~Indenture, and the Trustee~~ Section 6.1(3) shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; andSection 6.1(1); (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~C) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of ~~not less than~~ a majority in aggregate principal amount of the Outstanding Securities of any ~~series at the time Outstanding~~ series, determined as provided in Section 1.1, Section 1.4 and Section 5.11, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to the Securities of ~~that~~ such series;; and (ivD) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection 6.1.

Appears in 3 contracts

Samples: Indenture (Chevron Corp), Indenture (Chevron Usa Inc), Indenture (Chevron Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing of all Events of Default ~~with respect to the Securities of that series~~ that may have occurred, shall undertake to perform with respect to the Securities of ~~such~~ any series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. . (b) In ~~case an Event~~ all instances, in the exercise of ~~Default with respect to~~ the ~~Securities~~ powers and discharge of ~~a series has occurred (that has not been cured~~ obligations prescribed or ~~waived)~~conferred by the terms of this Indenture, the Trustee shall ~~exercise~~ act honestly and in good faith with ~~respect~~ a view to ~~Securities of that series such~~ the best interests of the ~~rights~~ Holders and ~~powers vested in it by this Indenture~~exercise the care, ~~and use the same degree of care~~ diligence and skill that a reasonably prudent trustee in ~~their exercise, as a prudent man~~ respect of indentures for the purpose of issuing corporate debt obligations would exercise ~~or use under the circumstances~~ in ~~the conduct of his or her own affairs~~comparable circumstances. (bc) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own ~~negligent action, its own negligent~~ actions or failure to ~~act, or its own willful misconduct~~act in accordance with Section 7.02(b), except that: (i) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing or waiving of all such Events of Default ~~with respect to that series~~ that may have occurred: (A) the duties and obligations of the Trustee ~~shall~~ with respect to the Securities of ~~such~~ any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable ~~with respect to the Securities of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this ~~Indenture~~Indenture and Trust Indenture Legislation; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture;. (ii) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this ~~Indenture with respect to the Securities of that series~~Indenture; (iviii) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal or any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trusteepowers; and (~~vii~~iv) No whether or not therein expressly so provided, except to the extent expressly provided herein to the contrary, every provision of this Indenture relating to the conduct or effecting the liability or affording protection to the Trustee shall ~~have any duty or responsibility for any act or omission~~ be subject to the provisions of ~~any other Trustee appointed with respect to a series of Securities hereunder~~this Section.

Appears in 3 contracts

Samples: Indenture (Uranium Energy Corp), Indenture (Uranium Energy Corp), Indenture (Uranium Energy Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: ~~(i)~~ i. prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Aa) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bb) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) . the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) . the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; (iv~~) none~~ . None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; ~~(v) The~~ v. the Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi~~) The~~ . the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii~~) No~~ . no Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture (Research Solutions, Inc.), Indenture (Interlink Electronics Inc), Indenture (Resonant Inc)

Certain Duties and Responsibilities of Trustee. ~~(a)~~ The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the ~~curing~~ curing, remedying or waiving of all Events of Default ~~with respect to the Securities of that series that~~ which may have occurred, ~~shall undertake~~ undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this Indenture~~, and no implied covenants shall be read into this Indenture against the Trustee~~. In case an Event of Default ~~with respect to the Securities of a series~~ has occurred (~~that~~ which has not been ~~cured~~ cured, remedied or waived), the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs~~. (b)~~ . No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, ~~except~~ provided, however, that: (ia) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the ~~curing~~ curing, remedying or waiving of all ~~such~~ Events of Default ~~with respect to that series that~~ which may have occurred: (A1) the duties and obligations of the Trustee shall ~~with respect to the Securities of such series~~ be determined solely by the express provisions of this ~~Indenture,~~ Indenture and the Trustee shall not be liable ~~with respect to the Securities of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B2) in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions ~~that~~ which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (iib) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or ~~Responsible~~ Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (~~iii~~c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of ~~not less than a majority in principal amount of the~~ Securities ~~of any series at the time Outstanding~~ pursuant to Section 6.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this ~~Indenture with respect to the Securities of that series; (iv) none~~ Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to~~ it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture (Chevron Funding Corp), Indenture (Chevron Canada Capital Co), Indenture (Chevron Canada Capital Co)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical computations or other facts stated therein); (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture (Computer Sciences Corp), Indenture (Computer Sciences Corp), Indenture (Computer Sciences Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee ~~shall~~ shall, with respect to the Securities of such ~~series~~ series, be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee ~~may~~ may, with respect to the Securities of such ~~series~~ series, conclusively ~~rely,~~ rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding (determined as provided in Section 8.04) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture (Rayovac Corp), Indenture (Rayovac Corp), Indenture (Suburban Propane Partners Lp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred~~: (A)~~ , the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; ~~and (B)~~ and in the absence of ~~bad faith~~ gross negligence or willful misconduct on the part of the Trustee, the Trustee ~~may~~ with respect to the Securities of such series may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical computations or other facts stated therein); (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible ~~Officers~~ Officer of the Trustee, unless it shall be ~~proved~~ proved, in a final and non-appealable decision by a court of competent jurisdiction, that the Trustee was grossly negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture; (4) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section; (5) the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any Security Registrar with respect to the ~~Securities of that series;~~Securities; and (iv6) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture (STERIS PLC), Indenture (STERIS LTD), Indenture (STERIS LTD)

Certain Duties and Responsibilities of Trustee. (a1) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to ~~the Securities of~~ a series ~~and after~~ of Notes: (i) the ~~curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties with respect to such series of Notes as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to such series of Notes shall be read into this Indenture against the Trustee. ; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (2) In case an Event of Default with respect to ~~the Securities of~~ a series of Notes has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture~~Indenture with respect to such series of Notes and any indenture supplemental hereto relating to such series of Notes, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ Subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection 5.01(1); (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the ~~Securities~~ Outstanding Notes of any series ~~at the time Outstanding~~ relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to such series of Notes, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to ~~the Securities~~ such series of ~~that series;~~Notes; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial loss, expense or liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection 5.01.

Appears in 3 contracts

Samples: Indenture (Agilent Technologies Inc), Indenture (Agilent Technologies Inc), Indenture (Broadridge Financial Solutions, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of ~~his or her~~ such person’s own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity and security against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture (Calyxt, Inc.), Indenture (Welbilt, Inc.), Indenture (Senseonics Holdings, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The ~~Trustee~~Trustee accepts the trusts hereby created and agrees to perform the duties herein required of it upon the terms and conditions hereof. The Trustee shall have the right, ~~prior~~ power and authority, at all times, to do all things not inconsistent with the ~~occurrence~~ express provisions of this Indenture which it may deem necessary or advisable in order to: (i) enforce the provisions of this Indenture, (ii) take any action with respect to any Event of Default, (iii) institute, appear in or defend any suit or other proceeding with respect to an Event of ~~Default with respect to~~ Default, or (iv) protect the ~~Securities~~ interests of ~~a series and after~~ the ~~curing~~ Owners of ~~all Events~~ any Outstanding Bonds. The Trustee shall be responsible only for performing those duties of ~~Default with respect to~~ the ~~Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are~~ Trustee specifically ~~set forth in this Indenture,~~ provided for herein and no implied ~~covenants~~ duties or liabilities shall be read into this Indenture against the Trustee. (b) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and, except as provided in the next succeeding sentence in respect of the period during the continuance of an Event of Default, the Trustee shall not be liable for any action reasonably taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it hereby, or be responsible other than for its own gross negligence or willful misconduct. In case an Event of Default ~~with respect to the Securities of a series~~ has occurred ~~(that~~ and is continuing of which the Trustee has ~~not~~ been ~~cured~~ notified as provided in Section 8.3(h) or ~~waived)~~of which it is deemed to have notice pursuant to such Section, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise ~~or use~~ under the circumstances in the conduct of his ~~or her~~ own affairs. (bc) The Trustee shall not be required to give any bond or surety in respect of the execution of its rights and duties under this Indenture. (d) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to ~~act,~~ act or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and subsection (Ba) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by ~~a Responsible Officer or Responsible Officers of the Trustee~~its officers, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with ~~the~~ any direction of the ~~holders~~ Registered Owners of at least 25% or not less than a majority in aggregate principal amount of the ~~Securities of any series at the time~~ Outstanding ~~relating~~ Bonds permitted to ~~the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee~~ be given by them under this Indenture ~~with respect to the Securities of that series;~~except as otherwise provided herein; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity, satisfactory to the Trustee in its sole discretion, against such risk or liability is not ~~reasonably~~ assured to ~~it under the terms~~ it. (e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it;~~the Trustee shall be subject to the provisions of this Section. (vf) ~~The~~ Except as otherwise expressly provided by the provisions of this Indenture, the Trustee shall not be obligated and may not be required to give or furnish any ~~bond~~ notice, demand, report, request, reply, statement, advice or ~~surety in respect~~ opinion to any Holder or any other Person, and the Trustee shall not incur any liability for its failure or refusal to give or furnish the same unless obligated or required to do so by the express provisions hereof. (g) In acting or omitting to act pursuant to the provisions of the ~~performance~~ Loan Agreement, the Trustee shall be entitled to all of ~~its powers or duties hereunder;~~the rights and immunities accorded to it under this Indenture, including but not limited to those set out in this Article VIII. (vih) ~~The permissive right~~ Notwithstanding any provisions of this Indenture to the contrary, the Trustee shall not be liable or responsible for the accuracy of any calculation or determination which may be required in connection with or for the purpose of complying with Section 148 of the Code, including, without limitation, the calculation of amounts required to be paid to the United States under the provisions of Section 148 of the Code, the maximum amount which may be invested in "nonpurpose obligations" as defined in the Code and the fair market value of any investments made hereunder, and the sole obligation of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to ~~a series~~ the investments of ~~Securities hereunder~~funds hereunder shall be to invest the monies received by the Trustee as provided herein pursuant to the written instructions of the Company. (i) The Trustee will report to the Bondholders and to the Internal Revenue Service for each calendar year the amount of any "reportable payments" during such year with respect to payments on the Bonds.

Appears in 3 contracts

Samples: Trust Indenture (York Water Co), Trust Indenture (York Water Co), Trust Indenture (York Water Co)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities ~~of a series~~ and after the curing or waiving of all Events of Default with respect to the Securities ~~of that series~~ that may have occurred, shall undertake to perform with respect to the Securities ~~of such series~~ such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities ~~of a series~~ has occurred (that has not been cured or waived), the Trustee shall exercise with respect to the Securities ~~of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities ~~of a series~~ and after the curing or waiving of all such Events of Default with respect to ~~that series~~ the Securities that may have occurred: (A1) the duties and obligations of the Trustee shall with respect to the Securities ~~of such series~~ be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities ~~of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B2) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities ~~of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); (ii) This subsection shall not be construed to limit the effect of Section 12.1(b)(v). (iii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a ~~Responsible~~ Trust Officer or ~~Responsible Officers of the Trustee~~Trust Officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~iv) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities ~~of any series~~ at the time Outstanding (determined as provided in Section 2.8) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the ~~Securities of that series;~~Securities; and (ivv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it;. (vc) ~~The~~ Whether or not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability or affording protection to the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 3 contracts

Samples: Purchase Agreement (C&d Technologies Inc), Indenture (C&d Technologies Inc), Indenture (C&d Technologies Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived)) and is actually known to a Responsible Officer of the Trustee, the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming on their face to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy or mathematical calculations or other facts stated therein); (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of Securityholders provided to the ~~holders of not less than a majority~~ Trustee in ~~principal amount of the Securities of any series at the time Outstanding~~ accordance with Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of ~~that~~ such series; (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is ~~reasonable~~ ground for believing that the repayment of such funds or liability is not ~~reasonably~~ assured to it under the terms of this Indenture or ~~adequate~~ indemnity satisfactory to the Trustee against such risk is not ~~reasonably~~ assured to it;; and (v) ~~The~~ whether or not therein expressly so provided, every provision of this Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the requirements of the ~~performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this~~ Trust Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderAct.

Appears in 3 contracts

Samples: Indenture (Freeport-McMoran Inc), Indenture (Freeport-McMoran Inc), Indenture (Freeport McMoran Copper & Gold Inc)

Certain Duties and Responsibilities of Trustee. (a) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of ~~Default with respect to~~ Default: (1) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B2) in the absence of bad faith on ~~the part of the Trustee~~its part, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon ~~any~~ certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions ~~that~~ which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the ~~Securities of any series at the time~~ Outstanding Notes relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to such Notes, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to ~~the Securities of that series;~~such Notes; and (iv4) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 3 contracts

Samples: Indenture (Pepsi Bottling Group Inc), Indenture (Pepsi Bottling Group Inc), Indenture (Pepsi Bottling Group Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Debt Securities of a series and after the curing of all Events of Default with respect to the Debt Securities of that series that may have occurred, shall undertake to perform with respect to the Debt Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debt Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Debt Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Debt Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Debt Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Debt Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Debt Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the ~~Trustee,~~ Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Debt Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Debt Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture Agreement (Telephone & Data Systems Inc), Indenture (Kansas City Power & Light Co), Indenture (Telephone & Data Systems Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. Except during the continuance of an Event of Default with respect to the Securities of a series, in the absence of bad faith on its part, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: this subsection (Ab) ~~the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee~~ shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and subsection (Ba) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a ~~Responsible~~ Trust Officer or ~~Responsible~~ Trust Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it;. (vc) ~~The~~ Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 3 contracts

Samples: Indenture (Inspiration Media Inc), Indenture (Air Hot, Inc.), Indenture (South Texas Broadcasting Inc)

Appears in 3 contracts

Samples: Trust Indenture (York Water Co), Trust Indenture (York Water Co), Trust Indenture (York Water Co)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing of all Events of Default ~~with respect to the Securities of that series~~ that may have occurred, shall undertake to perform with respect to the Securities of ~~such series~~ any series, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. ~~In case~~ If an Event of Default ~~with respect to the Securities of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture,~~ Indenture and use the same degree of care and skill in ~~their exercise,~~ its exercise as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of ~~his or her~~ such person's own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to ~~act,~~ act or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing or waiving of all such Events of Default ~~with respect to that series~~ that may have occurred: (Ai) the duties and obligations of the Trustee ~~shall~~ with respect to the Securities of ~~such~~ any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable ~~with respect to the Securities of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this ~~Indenture~~Indenture and the Trust Indenture Act; but in the case of any such certificates or opinions that by any provision hereof or Section 314 of the TIA are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer ~~or Responsible Officers~~ of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it them in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this ~~Indenture with respect~~ Indenture; and (4) notwithstanding anything contained herein to the ~~Securities of that series; (iv) none of~~ contrary, subject to the provisions ~~contained in this Indenture shall require~~ of TIA Sections 315(a) through 315(d), the Trustee shall not be required to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under~~ it. (c) Whether or not therein expressly so provided, except to the ~~terms~~ extent expressly provided herein to the contrary, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ effecting the liability or affording protection to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee~~; and (vii) No Trustee~~ , shall ~~have any duty or responsibility for any act or omission~~ be subject to the provisions of ~~any other Trustee appointed with respect to a series of Securities hereunder~~this Section.

Appears in 3 contracts

Samples: Indenture (Encana Corp), Indenture (Encana Corp), Indenture (Encana Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (ic) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture (Aastrom Biosciences Inc), Indenture (Halozyme Therapeutics Inc), Indenture (Aastrom Biosciences Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; (iv4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v5) ~~The~~ the Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi6) ~~The~~ the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (~~vii~~7) No no Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture (Apollo Medical Holdings, Inc.), Indenture (SKYX Platforms Corp.), Indenture (Science 37 Holdings, Inc.)

Certain Duties and Responsibilities of Trustee. (a) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of ~~Default with respect to~~ Default, the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. . (b) In case an Event of Default ~~with respect to the Securities of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (bc) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) ~~prior~~ this Subsection shall not be construed to limit the ~~occurrence~~ effect of ~~an Event~~ Subsection (a) of ~~Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred:~~this Section; (A2) ~~the duties and obligations of~~ the Trustee shall ~~with respect to~~ not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the ~~Securities of such series be determined solely by~~ Trustee was negligent in ascertaining the ~~express provisions of this Indenture, and~~ pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the ~~Securities~~ direction of ~~such series except~~ the Holders of a majority of aggregate Note Principal Balance of Outstanding Notes relating to the time, method and place of conducting any Proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes; (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it (which, in the case of a Holder that is, or is a subsidiary of, a bank or other institutional buyer with a net worth of at least $50,000,000 and whose long-term debt or claims paying ability is rated at least investment grade by a Rating Agency need only be such bank's or institutional buyer's unsecured written promise of indemnity), provided, that nothing herein contained shall excuse the Trustee for failure to perform its duties ~~and obligations~~ as ~~are specifically set forth in~~ Trustee under this Indenture~~, and~~ ; (5) the Trustee shall not be charged with knowledge of any default hereunder or unless one of its Responsible Officers has actual knowledge thereof; (6) the Trustee shall have no ~~implied covenants or obligations shall be read into this Indenture against the Trustee~~obligation to ascertain whether any payment of interest on an overdue installment of interest is legally enforceable; and (B7) in the absence of bad faith on ~~the part of the Trustee~~its part, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon ~~any~~ certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions ~~that~~ which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture;. (iid) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall ~~not~~ be ~~liable~~ subject to ~~any Securityholder or to any other Person for any error~~ the provisions of ~~judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;~~this Section. (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (ve) The Trustee ~~shall not be required~~ is hereby authorized to ~~give any bond or surety in respect of~~ execute the ~~performance of its powers or duties hereunder; (vi) The permissive right of~~ Servicing Agreement and the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSecurity Agreements.

Appears in 3 contracts

Samples: Indenture (Iconix Brand Group, Inc.), Indenture (Candies Inc), Indenture (Iconix Brand Group, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A1) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B2) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 3 contracts

Samples: Indenture (Nvidia Corp), Indenture (Nvidia Corp), Indenture (Nvidia Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of ~~Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred~~Default, ~~shall undertake~~ undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this Indenture~~, and no implied covenants shall be read into this Indenture against the Trustee~~. ~~In case~~ If an Event of Default ~~with respect to the Securities of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) ~~No provision~~ Except during the continuance of ~~this Indenture shall be construed to relieve~~ an Event of Default of which the Trustee ~~from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that~~receives notice under Section 13.02: (i) ~~prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to~~ The Trustee need perform only those duties that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no others and no implied covenants or obligations of the Trustee shall be read into this ~~Indenture against the Trustee; and~~Indenture. (Bii) in In the absence of bad faith on ~~the part of the Trustee~~its part, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon ~~any~~ certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture~~; but in the case of any~~ . The Trustee shall, however, examine such certificates or and opinions ~~that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same~~ to determine whether ~~or not~~ they conform to the requirements of this ~~Indenture;~~Indenture but need not verify the accuracy of the contents thereof or whether the procedures specified by or pursuant to the provisions of this Indenture have been followed in the preparation thereof. (c) Subject to 13.01(a), the Trustee may not be relieved from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct or bad faith, except that: (i) This paragraph does not limit the effect of these subsections (b) and (c) (ii) hereof. (ii) ~~the~~ The Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it ~~shall be~~ is proved that the Trustee was grossly negligent in ascertaining the pertinent ~~facts;~~facts or acted in bad faith. (~~iii~~d) Except with respect to Sections 13.01 and 13.02, which shall not be limited by this Section 13.01(d), for all other purposes under this Indenture, the Trustee shall not be ~~liable with respect~~ deemed to have notice of any ~~action taken~~ Event of Default described in Section 14.01(c) or ~~omitted~~ 14.01(d) or any Default described in Section 14.01(e) unless a Responsible Officer assigned to ~~be taken~~ and working in the Trustee's Corporate Trust Office has actual knowledge thereof or unless written notice from the Issuer or any Holder of any event which is in fact such an Event of Default is received by ~~it in good faith in accordance with~~ the ~~direction~~ Trustee at the Corporate Trust Office, and such notice references the Bonds generally, the Issuer, any Trust Estate or this Indenture and specifies the nature of the ~~holders~~ Event of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;Default. (ive) ~~none~~ No provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it it; provided, however, that the Trustee shall not refuse or fail to perform any of its duties hereunder solely as a result of nonpayment of its normal fees and expenses and further provided that nothing in this Section 13.01(e) shall be construed to limit the exercise by the Trustee of any right or remedy permitted under ~~the terms of~~ this Indenture or ~~adequate~~ otherwise in the event of the Issuer's failure to pay the Trustee's fees and expenses pursuant to Section 13.07. In determining that such repayment or indemnity ~~against such risk~~ is not reasonably assured to it;, the Trustee must consider not only the likelihood of repayment or indemnity by or on behalf of the Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the applicable Trust Estate pursuant to Sections 7.01 and 13.07. (vf) ~~The Trustee shall not be required to give~~ Notwithstanding any ~~bond or surety in respect~~ extinguishment of all right, title and interest of the ~~performance~~ Issuer in and to the Trust Estate following a Default and a consequent declaration of ~~its~~ acceleration of the Maturity of the Bonds, whether such extinguishment occurs through a sale of the Trust Estate to another Person, the acquisition of the Trust Estate by the Trustee or otherwise, the rights, powers or and duties ~~hereunder; (vi) The permissive right~~ of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to ~~a series~~ the Trust Estate (or the proceeds thereof) and the Holders of ~~Securities hereunder~~the Bonds and the rights of the Bondholders shall continue to be governed by the terms of this Indenture.

Appears in 2 contracts

Samples: Indenture (Warren Resources Inc), Indenture (Warren Resources Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs.the (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Indenture (S&W Seed Co), Indenture (Vical Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing of all Events of Default ~~with respect to the Securities of that series~~ that may have occurred, shall undertake to perform with respect to the Securities of ~~such series~~ any series, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. ~~In case~~ If an Event of Default ~~with respect to the Securities of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture,~~ Indenture and use the same degree of care and skill in ~~their exercise,~~ its exercise as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of ~~his or her~~ such person’s own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to ~~act,~~ act or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default ~~with respect to the Securities of a series~~ and after the curing or waiving of all such Events of Default ~~with respect to that series~~ that may have occurred: (Ai) the duties and obligations of the Trustee ~~shall~~ with respect to the Securities of ~~such~~ any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable ~~with respect to the Securities of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this ~~Indenture~~Indenture and the Trust Indenture Act; but in the case of any such certificates or opinions that by any provision hereof or Section 314 of the TIA are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer ~~or Responsible Officers~~ of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it them in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this ~~Indenture with respect~~ Indenture; and (4) notwithstanding anything contained herein to the ~~Securities of that series; (iv) none of~~ contrary, subject to the provisions ~~contained in this Indenture shall require~~ of TIA Sections 315(a) through 315(d), the Trustee shall not be required to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to~~ it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Indenture (Encana Corp), Indenture (Encana Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities ~~of a series~~ has occurred (that has not been cured or waived), the Trustee shall exercise with respect to the Securities ~~of that series~~ such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior Prior to the occurrence of an Event of Default with respect to the Securities ~~of a series~~ and after the curing or waiving of all such Events of Default with respect to ~~that series~~ the Securities that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities ~~of such series~~ be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities ~~of such series~~ except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may ~~with respect to the Securities of such series~~ conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) this subsection shall not be construed to limit the effect of Section 12.01(b); (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a ~~Responsible~~ Trust Officer or ~~Responsible Officers of the Trustee~~Trust Officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Securities ~~of any series~~ at the time ~~Outstanding~~ outstanding (determined as provided in Section 2.08) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the ~~Securities of that series;~~Securities; and (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it;. (vd) ~~The Trustee shall~~ Whether or not ~~be required~~ expressly so provided, every provision of this Indenture relating to ~~give any bond~~ the conduct or ~~surety in respect of~~ affecting the ~~performance of its powers~~ liability or ~~duties hereunder; (vi) The permissive right of~~ affording protection to the Trustee (in any capacity, including Paying Agent, Registrar or Conversion Agent) shall be subject to ~~do things enumerated in~~ the provisions of this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 2 contracts

Samples: Indenture (Linear Technology Corp /Ca/), Indenture (Linear Technology Corp /Ca/)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiver of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this ~~Indenture~~Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Indenture (Chart Industries Inc), Indenture (Chart Industries Inc)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the ~~Securities~~ Notes of a series and after the curing of all Events of Default with respect to the ~~Securities~~ Notes of that series that may have occurred, shall undertake to perform with respect to the ~~Securities~~ Notes of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the ~~Securities~~ Notes of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to ~~Securities~~ the Notes of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Within ninety days after the occurrence of an Event of Default with respect to the Notes of a series, the Trustee shall give to the holders of the Notes of such series notice of each default with respect to the Notes of such series actually known to a Responsible Officer of the Trustee, unless such Event of Default shall have been cured before the giving of such notice; but, unless such default be the failure to pay the principal of, or premium, if any, or interest on any of the Notes of such series when and as the same shall become payable, the Trustee shall be protected in withholding such notice, if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the holders of the Notes of such series. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the ~~Securities~~ Notes of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the ~~Securities~~ Notes of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the ~~Securities~~ Notes of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the ~~Securities~~ Notes of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the ~~Securities~~ Notes of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the ~~Securities~~ Notes of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Indenture (International Flavors & Fragrances Inc), Indenture (Nutrition & Biosciences, Inc.)

Certain Duties and Responsibilities of Trustee. (a1) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b2) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own ~~negligent action, its own negligent failure to act~~gross negligence, or its own willful misconduct, except that: (ia) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine in good faith whether or ~~not~~ not, in the Trustee’s reasonable judgment, they conform to the requirements of this Indenture; (iib) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (~~iii~~c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (ivd) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Indenture (Aerpio Pharmaceuticals, Inc.), Indenture (Aerpio Pharmaceuticals, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to the Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) Within ninety (90) days after the occurrence of an Event of Default with respect to the Securities of a series, the Trustee shall give to the holders of the Securities of such series, as provided in Section 313(c) of the Trust Indenture Act, notice of each default with respect to the Securities of such series actually known to a Responsible Officer of the Trustee, unless such Event of Default shall have been cured before the giving of such notice; but, unless such default be the failure to pay the principal of, or premium, if any, or interest on any of the Securities of such series when and as the same shall become payable, or to make any sinking fund payment as to Securities of the same series, the Trustee shall be protected in withholding such notice, if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the holders of the Securities of such series. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the ~~requirements~~ requirement of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Indenture (International Flavors & Fragrances Inc), Indenture (International Flavors & Fragrances Inc)

Certain Duties and Responsibilities of Trustee. (a1) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to ~~the Securities of~~ a series ~~and after~~ of Notes: (i) the ~~curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties with respect to such series of Notes as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to such series of Notes shall be read into this Indenture against the Trustee. ; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (2) In case an Event of Default with respect to ~~the Securities of~~ a series of Notes has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture~~Indenture with respect to such series of Notes, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ Subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection 5.01(1); (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the ~~Securities~~ Outstanding Notes of any series ~~at the time Outstanding~~ relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to such series of Notes, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to ~~the Securities~~ such series of ~~that series;~~Notes; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection 5.01.

Appears in 2 contracts

Samples: Indenture (Pepsico Inc), Indenture (Bottling Group LLC)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of ~~his or her~~ such person's own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Ai) the duties and obligations of the Trustee ~~shall~~ shall, with respect to the Securities of such ~~series~~ series, be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bii) in the absence of bad faith on the part of the Trustee, the Trustee ~~may~~ may, with respect to the Securities of such ~~series~~ series, conclusively ~~rely,~~ rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding (determined as provided in Section 8.04) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Indenture (Anadigics Inc), Indenture (Anadigics Inc)

Certain Duties and Responsibilities of Trustee. (a1) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to ~~the Securities of~~ a series ~~and after~~ of Notes: (i) the ~~curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties with respect to such series of Notes as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to such series of Notes shall be read into this Indenture against the Trustee. ; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (2) In case an Event of Default with respect to ~~the Securities of~~ a series of Notes has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall exercise ~~with respect to Securities of that series~~ such of the rights and powers vested in it by this ~~Indenture~~Indenture with respect to such series of Notes and any indenture supplemental hereto relating to such series of Notes, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ Subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection 5.01(1); (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith ~~by a Responsible Officer or Responsible Officers of the Trustee,~~ unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the ~~Securities~~ Outstanding Notes of any series ~~at the time Outstanding~~ relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to such series of Notes, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to ~~the Securities~~ such series of ~~that series;~~Notes; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise ~~incur personal~~ Incur any financial loss, expense or liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection 5.01.

Appears in 2 contracts

Samples: Indenture (Keysight Technologies, Inc.), Indenture (Keysight Technologies, Inc.)

Certain Duties and Responsibilities of Trustee. (a) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to any series of Securities, (i) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this ~~Indenture~~Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee. ; and (ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to ~~the~~ any series of Securities ~~of a series~~ has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall ~~exercise~~ exercise, with respect to the Securities of ~~that series~~ such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (bc) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ Subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and Subsection (Ba) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Outstanding Securities of any series ~~at the time Outstanding~~ relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to the Securities of such series, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to the Securities of ~~that~~ such series;; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 2 contracts

Samples: Indenture (Epicept Corp), Indenture (Epicept Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A1) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B2) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether ~~or not~~ they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Securityholders of not less than a majority in aggregate principal amount of the Securities of any series affected thereby at the time Outstanding (determined in accordance with Section 8.4) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it;. (vc) ~~The~~ Whether therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the requirements of the ~~performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this~~ Trust Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderAct.

Appears in 2 contracts

Samples: Indenture (ICO Global Communications (Holdings) LTD), Indenture (ICO Global Communications (Holdings) LTD)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Subordinated Debt Indenture (China Internet Nationwide Financial Services, Inc.), Indenture (China Internet Nationwide Financial Services, Inc.)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a ~~series~~ Series and after the curing of all Events of Default with respect to the Securities of that ~~series~~ Series that may have occurred, shall undertake to perform with respect to the Securities of such ~~series~~ Series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a ~~series~~ Series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that ~~series~~ Series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a ~~series~~ Series and after the curing or waiving of all such Events of Default with respect to that ~~series~~ Series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such ~~series~~ Series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such ~~series~~ Series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such ~~series~~ Series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any ~~series~~ Series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that ~~series;~~Series; and (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Indenture (LHC Group, Inc), Indenture (Pingtan Marine Enterprise Ltd.)

Certain Duties and Responsibilities of Trustee. (a1) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of ~~his or her~~ such person’s own affairs. (b2) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (ia) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (iib) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (ivd) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Indenture (TScan Therapeutics, Inc.), Indenture (TScan Therapeutics, Inc.)

Certain Duties and Responsibilities of Trustee. (a) ~~The Trustee, prior to~~ Except during the ~~occurrence~~ continuance of an Event of Default with respect to any series of Securities, (i) the ~~Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake~~ Trustee undertakes to perform ~~with respect to the Securities of such series~~ such duties and only such duties as are specifically set forth in this ~~Indenture~~Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee~~. In~~ ; and (ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of calculations or other facts stated therein). (b) If an Event of Default with respect to any series of Securities actually known to a Responsible Officer of the ~~Securities of a series~~ Trustee has occurred ~~(that has not been cured or waived)~~and is continuing, the Trustee shall ~~exercise~~ exercise, with respect to the Securities of ~~that series~~ such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent ~~man~~ person would exercise or use under the circumstances in the conduct of his or her own affairs. (bc) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this ~~Indenture, and the Trustee~~ Subsection shall not be ~~liable with respect~~ construed to limit the ~~Securities~~ effect of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and Subsection (Ba) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureSection; (ii) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible ~~Officer or Responsible Officers of the Trustee~~Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the ~~holders~~ Holders of not less than a majority in principal amount of the Outstanding Securities of any series ~~at the time Outstanding~~ relating to the time, ~~method~~ method, and place of conducting any proceeding for any remedy available to the ~~Trustee~~Trustee with respect to the Securities of such series, or exercising any trust or power conferred upon the ~~Trustee~~ Trustee, under this Indenture with respect to the Securities of ~~that~~ such series;; and (iv) ~~none~~ no provision of ~~the provisions contained in~~ this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or ~~powers~~ powers, if ~~there is~~ it shall have reasonable ~~ground~~ grounds for believing that ~~the~~ repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to ~~it under the terms~~ it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or ~~adequate indemnity against such risk is not reasonably assured~~ affecting the liability of or affording protection to ~~it; (v) The~~ the Trustee shall ~~not~~ be ~~required~~ subject to ~~give any bond or surety in respect~~ the provisions of ~~the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in~~ this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunderSection.

Appears in 2 contracts

Samples: Subordinated Indenture (Air Industries Group), Subordinated Indenture (Air Industries Group)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Indenture (Orasure Technologies Inc), Indenture (Orasure Technologies Inc)

Certain Duties and Responsibilities of Trustee. ~~(a) The Trustee~~In the exercise of the rights, ~~prior to~~ powers and duties prescribed or conferred by the ~~occurrence~~ terms of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall act honestly and in good faith and exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances, and shall duly observe and comply with ~~respect~~ the provisions of any legislation and regulations which relate to ~~Securities of that series such~~ the functions or role of the ~~rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise,~~ Trustee as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the fiduciary hereunder. The duties and obligations of the Trustee shall ~~with respect to the Securities of such series~~ be determined solely by the ~~express~~ provisions ~~of this Indenture~~hereof and, ~~and~~ accordingly, the Trustee shall not be ~~liable with respect to the Securities of such series~~ responsible except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; (iv) none have undertaken herein. None of the provisions ~~contained in~~ of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur ~~personal~~ financial liability in the performance of any of its duties or in the exercise of any of its rights or powers ~~if there~~ nor shall the Trustee be so compelled pursuant to any provisions contained in this Indenture. The Trustee, upon the occurrence or at any time during the continuance of any act, action or proceeding, may require the Noteholders at whose instance it is ~~reasonable ground~~ acting to deposit with it any Subordinate Secured Notes held by them, for ~~believing that~~ which Subordinate Secured Notes the ~~repayment of such funds or liability is not reasonably assured to it under the terms~~ Trustee shall issue receipts. Notwithstanding any other provisions of this Indenture to the contrary, every provision of this Indenture that by its terms relieves the Trustee of liability or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of entitles the Trustee to ~~do things enumerated in~~ rely or act upon any evidence submitted to it is subject to the provisions of applicable legislation, this Section 13.2 and Section 13.3. No provision of this Indenture shall operate to confer any obligation, duty or power on the Trustee in any jurisdiction in which it does not ~~be construed~~ have the legal capacity required to assume, hold or carry out such obligation, duty or power. For the purposes of this Section 13.2, legal capacity includes, without limitation, the capacity to act as a ~~duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder~~fiduciary in such jurisdiction.

Appears in 2 contracts

Samples: Note Indenture (Gryphon Gold Corp), Note Indenture (Gryphon Gold Corp)

Certain Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his ~~or her~~ own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (Aa) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (Bb) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii2) the Trustee shall not be liable ~~to any Securityholder or to any other Person~~ for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (~~iii~~3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;; and (iv4) ~~none~~ None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or ~~powers~~ powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

Appears in 2 contracts

Samples: Indenture (Metlife Inc), Indenture (Metlife Inc)

Common use of Certain Duties and Responsibilities of Trustee Clause in Contracts