Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default, (i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) 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 any mathematical calculations or other facts stated therein). (b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs. (c) 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 (i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01; (ii) the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or any of its officers, employees or agents, 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 a majority in principal amount of the Outstanding Securities 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; and (iv) 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 in its sole discretion against such risk or liability is not reasonably assured to it. (d) 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 be subject to the provisions of this Section 6.01.
Appears in 8 contracts
Samples: Indenture (Qwest Corp), Indenture (Qwest Corp), Indenture (Qwest Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Security Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesGuarantee, and no implied covenants or obligations shall be read into this Indenture Guarantee against the Security Trustee; .
(b) The Security Trustee, in exercising its powers and discharging its duties prescribed or conferred by this Guarantee, shall
(i) act honestly and in good faith with a view to the best interests of the Holders, and
(ii) exercise that degree of care, diligence and skill a reasonably prudent trustee, appointed in respect of a guarantee indenture would exercise in comparable circumstances.
(c) In the Trustee absence of bad faith on its part, the Security Trustee, in the exercise of its rights and duties hereunder, may conclusively act and rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions other evidence furnished to the Security Trustee and conforming to the requirements of this Indenture; but, in the case Guarantee. The Security Trustee shall not be liable for or by reason of any such certificates statements of fact or opinions which by any provision hereof are specifically recitals in this Guarantee or be required to verify the same, but all such statements or recitals are and shall be furnished deemed to be made by the Trustee, the Guarantor (or by its agents). The Security Trustee shall not in any way be under a duty to examine responsible for the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy consequence of any mathematical calculations breach on the part of the Guarantor (or other facts stated therein)by its agents) of any of the Guarantor’s covenants herein.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(cd) No provision of this Indenture Guarantee shall be construed to relieve the Security Trustee from the duties imposed on it in Section 5.1(b) or from liability for its own grossly negligent action, its own grossly negligent failure to act gross negligence or its own willful wilful misconduct, except that:
(i) this paragraph (cSection 5.1(d) shall not be construed to limit the effect of paragraph Section 5.1(a) and (a) of this Section 6.01b);
(ii) the Security Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agents, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Security 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 an appropriate direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 4.10 relating to the time, method and place of conducting any proceeding for any remedy available to the Security Trustee, or exercising any trust or power conferred upon the Security Trustee, under this IndentureGuarantee; and
(iv) no provision of this Indenture Guarantee shall require the Security Trustee to expend or risk its own funds or otherwise incur any personal 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 in its sole discretion against such risk or liability is not reasonably assured to itpowers except as herein expressly provided.
(de) Whether or not therein herein expressly so provided, every provision of this Indenture Guarantee relating to the conduct or affecting the liability of or affording protection to the Security Trustee shall be subject to the provisions of this Section 6.01Section.
Appears in 8 contracts
Samples: Guarantee Indenture (Brookfield Renewable Partners L.P.), Guarantee Indenture (Brookfield Renewable Partners L.P.), Guarantee Indenture (Brookfield Renewable Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, 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, but in the case of any such certificates or opinions which by any provision the provisions 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 verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs.
(c) 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
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or any of its officers, employees or agents, 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 a majority in principal amount of the Outstanding Securities 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; and
(iv) 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 powerspowers under this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or unless the Trustee has received security and indemnity satisfactory to it against any loss, liability or expense. The Trustee shall not be liable for any error of judgment unless it is proved that the Trustee was negligent in the performance of its sole discretion against such risk or liability is not reasonably assured to itduties hereunder.
(d) 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 be subject to the provisions of this Section 6.016.1.
Appears in 8 contracts
Samples: Indenture (Group Maintenance America Corp), Indenture (United Rentals Inc /De), Indenture (United Rentals North America Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, but in the case of any such certificates or opinions which 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 verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s own affairs.
(c) 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
that (i) this paragraph (c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01;
701(a); (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Trust Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;
; and (iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; andSection 612.
(ivd) no 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, hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(de) 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 be subject to the provisions of this Section 6.01701 and Section 703.
Appears in 7 contracts
Samples: Indenture (Servicemaster Global Holdings Inc), Indenture (Servicemaster Co), Indenture (Hertz Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, but in the case of any such certificates or opinions which 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 verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s own affairs.
(c) 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
that (i) this paragraph (c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01;
70l(a); (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Trust Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;
; and (iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; andSection 612.
(ivd) no 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, hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(de) 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 be subject to the provisions of this Section 6.01701 and Section 703.
Appears in 7 contracts
Samples: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and as are provided by the Trustee shall not be liable Trust Indenture Act, and, except for implied covenants or obligations under the performance of such dutiesTrust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, 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 any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s own affairs.
(c) 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
(i1) this paragraph (c) Subsection shall not be construed to limit the effect of the first paragraph (a) of this Section 6.01Section;
(ii2) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(iii3) 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 a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 5.12, 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 IndentureIndenture with respect to the Securities of such series; and
(iv4) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01Section.
Appears in 6 contracts
Samples: Indenture (Horsehead Corp), Indenture (Horsehead Corp), Indenture (Horsehead Corp)
Certain Duties and Responsibilities. (a) Except during Each of the continuance of an Event of Default,
(i) the Purchase Contract Agent and Trustee undertakes to perform perform, with respect to the Units and Purchase Contracts, such duties and only such duties as are specifically delegated to it and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) 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 any mathematical calculations or other facts stated therein)Agreement.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(i) the duties and obligations of the Purchase Contract Agent with respect to the Purchase Contracts shall be determined solely by the express provisions of this paragraph (c) Agreement, and the Purchase Contract Agent shall not be construed to limit liable except for the effect performance of paragraph (a) of such duties and obligations as are specifically set forth in this Section 6.01Agreement, and no implied covenants or obligations shall be read into this Agreement against the Purchase Contract Agent or the Trustee;
(ii) in the Trustee absence of bad faith on the part of the Purchase Contract Agent and/or the Trustee, as applicable, the Purchase Contract Agent and/or the Trustee, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Purchase Contract Agent and/or the Trustee, as applicable, and conforming to the requirements of this Agreement; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent and/or the Trustee, the Purchase Contract Agent and/or the Trustee, as applicable, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement;
(iii) the Purchase Contract Agent and/or the Trustee, as applicable, shall not be liable for any action taken, or errors error of judgment made, made in good faith by it a Responsible Officer or any Responsible Officers of its officersthe Purchase Contract Agent and/or the Trustee, employees or agentsas applicable, unless it shall be proved that the Trustee Purchase Contract Agent was negligent in ascertaining the pertinent facts;; and
(iiiiv) the Trustee Purchase Contract Agent and/or the Trustee, as applicable, 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 a majority in principal amount of the Outstanding Securities pursuant to Section 7.08 relating to the time, method and place of conducting any proceeding for any remedy available to the Purchase Contract Agent and/or the Trustee, as applicable, or exercising any trust right or power conferred upon the Purchase Contract Agent and/or the Trustee, as applicable, under this Indenture; andAgreement.
(ivc) no provision This Agreement shall not be deemed to create a fiduciary relationship under state or federal law between U.S. Bank N.A., in its capacity as the Purchase Contract Agent, and any Holder of any Equity-Linked Security or between U.S. Bank N.A., in its capacity as Trustee under the Indenture, and any Holder of any Purchase Contract (whether separated or as part of a Unit). Nothing herein shall be deemed to govern or affect the Trustee’s rights, duties, responsibilities, benefits, protections, indemnities or immunities with respect to the Notes, which shall be governed by the Indenture. None of the provisions contained in this Indenture Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds ground for believing that the repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 6 contracts
Samples: Purchase Contract Agreement (BrightSpring Health Services, Inc.), Purchase Contract Agreement (Change Healthcare Inc.), Purchase Contract Agreement (Change Healthcare Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, 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, but in the case of any such certificates or opinions which by any provision the provisions 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 verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs.
(c) 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
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or any of its officers, employees or agents, 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 a majority in principal amount of the Outstanding Securities 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; and
(iv) 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 powerspowers under this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or unless the Trustee has received security and indemnity satisfactory to it against any loss, liability or expense. The Trustee shall not be liable for any error of judgment unless it is proved that the Trustee was negligent in the performance of its sole discretion against such risk or liability is not reasonably assured to itduties hereunder.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 5 contracts
Samples: Indenture (United Rentals Inc /De), Indenture (United Rentals Inc /De), Indenture (United Rentals Inc /De)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,:
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and as are provided by the Trustee shall not be liable except for the performance of such dutiesTrust Indenture Act, 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, 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 any mathematical calculations or other facts facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) 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 bad faith or willful misconduct, except that:
(i) this paragraph (c) Subsection shall not be construed to limit the effect of paragraph Subsections (a) and (d) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible 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 of a majority in principal amount of the Outstanding Securities of any series, given pursuant to Section 5.12, 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 IndentureIndenture with respect to the Securities of such series; and
(ivd) no 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 reasonably satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(de) Whether or not Regardless of 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 be subject to the provisions of this Section 6.01Section.
Appears in 4 contracts
Samples: Indenture (Cheniere Energy Partners, L.P.), Indenture (Cheniere Energy Partners, L.P.), Indenture (Cheniere Energy Partners, L.P.)
Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, 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 adequate indemnity against such risk or liability is not reasonably assured to it. 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 be subject to the provisions of this Section.
(a) Except during the continuance of an Event of Default,:
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) in the absence of willful misconduct 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, 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 any mathematical calculations or other facts stated therein).
(b) In case If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s own affairs.
(c) 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
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or any of its officers, employees or agents, 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 a majority in principal amount of the Outstanding Securities 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; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 4 contracts
Samples: Subordinated Indenture (Medtronic Inc), Senior Indenture (Medtronic PLC), Senior Indenture (Medtronic Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,:
(i) the The Trustee undertakes to perform perform, such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee in this Indenture; 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, but in the case of any such certificates or opinions which by any provision provisions 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 any mathematical calculations or other facts stated therein).
(b) In the case of an Event of Default which has occurred and is continuing with respect to Securities of which a Responsible Officer of the Trustee has actual knowledgeany series, the Trustee shall shall, with respect to the Securities of such series, 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 such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from its liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible 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 of a majority in principal amount of the Outstanding Securities of any series 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 IndentureIndenture with respect to Securities of such series; and
(iv) 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 and powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01Section.
Appears in 4 contracts
Samples: Indenture (Telefonica Emisiones, S.A.U.), Indenture (Telefonica Emisiones, S.A.U.), Indenture (Telefonica S A)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to need perform such only those duties and only such duties as that are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesno others, 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. However, 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 certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) 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 bad faith or willful misconduct, except that
that (i) this paragraph (c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01;
7.01(a); and (ii) the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or any of its officers, employees or agents, 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 it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant to the time, method and place of conducting Section 6.05.
(d) The Trustee may refuse to perform any proceeding for duty or exercise any remedy available to the Trustee, or exercising any trust right or power conferred upon the Trustee, under this Indenture; and
(iv) no provision of this Indenture shall require the Trustee to or 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 unless it shall have reasonable grounds for believing that repayment of such funds or receives indemnity reasonably satisfactory to it in its sole discretion against such risk any loss, liability or liability is not reasonably assured to itexpense.
(de) 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 be subject to the provisions of this Section 6.01Sections 7.01 and 7.03.
Appears in 4 contracts
Samples: Indenture (Eastman Kodak Co), Indenture (Eastman Kodak Co), Indenture (Eastman Kodak Co)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault known to the Trustee,
(i) the Trustee undertakes to perform such duties duties, and only such duties duties, as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, 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, but in the case of any such certificates or opinions which by any provision provisions 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 any mathematical calculations or other facts stated therein)Indenture.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) 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) this paragraph (c) subsection shall not be construed to limit the effect of paragraph subsection (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible 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 of a majority in principal amount of the Outstanding Securities of any series, 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 IndentureIndenture with respect to the Securities of such series; and
(iv) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01Section.
Appears in 4 contracts
Samples: Indenture (Gatx Corp), Indenture (SPSS Inc), Indenture (Gatx Financial Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of a Default or an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) in the absence of bad faith or willful misconduct 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, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteeopinions, 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 to verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case a Default or an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgeknowledge or of which written notice of such Default or Event of Default shall have been given to the Trustee by the Company, any other obligor of the Notes or by any Holder, 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 man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) 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
(i1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01Section;
(ii2) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(iii3) 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 a majority in aggregate principal amount of the Outstanding Securities 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; and
(iv4) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01Section.
Appears in 4 contracts
Samples: Indenture (Randalls Food Markets Inc), Indenture (KCLC Acquisition Corp), Indenture (E&s Holdings Corp)
Certain Duties and Responsibilities. (a1) If 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 trustee would exercise or use under the circumstances in the conduct of its own affairs.
(2) Except during the continuance of an Event of Default,
(ia) the Trustee undertakes to need perform such duties and only such those duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesno others, and no implied covenants or obligations shall be implied or read into this Indenture against the TrusteeIndenture; and
(iib) 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. However, 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 substantially conform to the requirements of this Indenture (but need not confirm or investigate the genuineness of signatures thereto or the accuracy of any mathematical calculations or other facts stated therein).
(b3) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the The Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture shall may not be construed to relieve the Trustee relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(ia) this paragraph (c) shall Subsection does not be construed to limit the effect of paragraph Subsection (a2) of this Section 6.01Section;
(iib) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa responsible officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(iiic) 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 or a majority in principal amount of the Outstanding Securities of any series 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 IndentureIndenture with respect to the Securities of such series; and
(ivd) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d4) 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 be subject to the provisions of this Section 6.01Section.
Appears in 3 contracts
Samples: Subordinated Indenture (Buckeye Partners, L.P.), Indenture (Buckeye Partners L P), Indenture (Buckeye Partners L P)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(i) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically and expressly set forth in this Indenture Agreement and the Trustee shall not Remarketing Agreement to be liable except for performed by the performance of such duties, Purchase Contract Agent and no implied covenants or obligations shall be read into this Indenture Agreement or the Remarketing Agreement against the TrusteePurchase Contract Agent; and
(ii) the Trustee may conclusively rely, in the absence of bad faith, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee Purchase Contract Agent and conforming to the requirements of this Indenture; butAgreement or the Remarketing Agreement, as applicable, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture Agreement or the Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of any the mathematical calculations or other facts facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement or the Remarketing Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (cSection 7.01(b) shall not be construed to limit the effect of paragraph (aSection 7.01(a) of this and Section 6.01;7.01(c); and
(ii) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts;.
(iiic) 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 a majority in principal amount of the Outstanding Securities 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; and
(iv) no No provision of this Indenture Agreement or the Remarketing Agreement shall require the Trustee Purchase Contract Agent 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this Indenture Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.01Section.
(e) The Purchase Contract Agent is authorized to execute and deliver the Remarketing Agreement in its capacity as Purchase Contract Agent. The rights, privileges, protections, immunities and benefits afforded to the Purchase Contract Agent and each Indemnitee under this Agreement, including, without limitation, its and their rights to be indemnified, shall also extend to and cover the Purchase Contract Agent and each Indemnitee with respect to the role of the Purchase Contract Agent as Purchase Contract Agent under, including action taken, omitted to be taken or suffered by the Purchased Contract Agent pursuant to, the Remarketing Agreement.
(f) On or prior to the date that is 20 days prior to the first day of the Final Remarketing Period or, if the Company shall have elected to conduct an Optional Remarketing, the date that is 20 days prior to the first day of the Optional Remarketing Period, at the Company’s request given at least three Business Days prior to such 20th day, the Purchase Contract Agent shall deliver to the Company and the Remarketing Agent(s) an executed counterpart of the Remarketing Agreement, signed by an authorized signatory of the Purchase Contract Agent.
Appears in 3 contracts
Samples: Purchase Contract and Pledge Agreement (American Electric Power Co Inc), Purchase Contract and Pledge Agreement (American Electric Power Co Inc), Purchase Contract and Pledge Agreement
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) the 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 any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) 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
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or any of its officers, employees or agents, 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 a majority in principal amount of the Outstanding Securities 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; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 3 contracts
Samples: Indenture (Qwest Corp), Indenture (Qwest Corp), Indenture (Qwest Corp)
Certain Duties and Responsibilities. (a) Except during The Trustee hereby accepts the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in obligations imposed upon it by this Indenture and the Trustee shall not be liable except for the performance of such duties, covenants and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) the Trustee may conclusively rely, as agrees 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 perform the same to determine whether or not they conform to as herein expressed. Notwithstanding the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgeforegoing, 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 such person’s own affairs.
(c) 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
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or any of its officers, employees or agents, 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 a majority in principal amount of the Outstanding Securities 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; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(d) . 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 be subject to the provisions of this Section.
(b) If the Trustee has knowledge or notice of an Event of Default (subject to clause (c) of this Section 6.017.1), the Trustee shall exercise the care, diligence and skill of a reasonably prudent person, and shall act honestly and in good faith and in a commercially reasonable manner and with a view to and in the best interests of the Holders of the Securities. Except during the continuance of an Event of Default:
(i) the Trustee undertakes to perform 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;
(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 specifically required by any provision hereof to be provided to it, 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 not to verify the contents thereof or any conclusions therein; and the Trustee shall not be liable for any error of judgment made in good faith by an officer or officers of the Trustee, unless it shall be conclusively determined by a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts
(iii) no provision of this Indenture shall be construed to relieve the Trustee from its duties, except to the extent permitted by the Trust Indenture Act; and
(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 any direction of the Issuer and Guarantors given under this Indenture.
(c) Except in the case of an Event of Default under Section 6.1(d) hereof of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall not be deemed to have knowledge or notice of an Event of Default in respect of a series of Securities unless a Responsible Officer of the Trustee shall have received written notice from the Issuer, any other obligor of the Securities of such series or any Holder in respect of such series, which written notice shall describe such Event of Default and state that the notice is a notice of an Event of Default.
Appears in 3 contracts
Samples: Indenture (Brookfield Renewable Corp), Indenture (Brookfield Renewable Partners L.P.), Indenture (BRP Bermuda Holdings I LTD)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); 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. The Trustee shall be under no duty to make any investigation as to any statement contained in such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, 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 form of certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of and is actually known to the Trustee has actual knowledge(as provided in Section 7.03(j)), 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 in similar circumstances in the conduct of such person’s 's own affairs.
(c) 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) this paragraph (c) Subsection shall not be construed to limit the effect of the first paragraph (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible 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 of a majority in principal amount of the Outstanding Securities outstanding Notes of any series, determined as provided in Section 6.05, 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 IndentureIndenture with respect to the Notes of such series; and
(iv) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(f) Money held in trust by the Trustee need not be segregated from other funds and need not be held in an interest-bearing account, in each case except to the extent required by law or by any other provision of this Indenture. The Trustee (acting in any capacity hereunder) shall not be liable for interest on any money received by it hereunder unless the Trustee otherwise agrees in writing with the Company.
Appears in 3 contracts
Samples: Indenture (Vital Energy, Inc.), Indenture (Vital Energy, Inc.), Indenture (Laredo Petroleum, Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Security Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesGuarantee, and no implied covenants or obligations shall be read into this Indenture Guarantee against the Security Trustee; .
(b) The Security Trustee, in exercising its powers and discharging its duties prescribed or conferred by this Guarantee, shall
(i) act honestly and in good faith with a view to the best interests of the Holders, and
(ii) exercise that degree of care, diligence and skill a reasonably prudent trustee, appointed in respect of a guarantee indenture would exercise in comparable circumstances.
(c) In the Trustee absence of bad faith on its part, the Security Trustee, in the exercise of its rights and duties hereunder, may conclusively act and rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions other evidence furnished to the Security Trustee and conforming to the requirements of this Indenture; but, in the case Guarantee. The Security Trustee shall not be liable for or by reason of any such certificates statements of fact or opinions which by any provision hereof are specifically recitals in this Guarantee or be required to verify the same, but all such statements or recitals are and shall be furnished deemed to be made by the Trustee, the Guarantor (or by its agents). The Security Trustee shall not in any way be under a duty to examine responsible for the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy consequence of any mathematical calculations breach on the part of the Guarantor (or other facts stated therein)by its agents) of any of the Guarantor's covenants herein.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(cd) No provision of this Indenture Guarantee shall be construed to relieve the Security Trustee from the duties imposed on it in Section 5.1(b) or from liability for its own grossly negligent action, its own grossly negligent failure to act gross negligence or its own willful wilful misconduct, except that:
(i) this paragraph (cSection 5.1(d) shall not be construed to limit the effect of paragraph Section 5.1(a) and (a) of this Section 6.01b);
(ii) the Security Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agents, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Security 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 an appropriate direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 4.10 relating to the time, method and place of conducting any proceeding for any remedy available to the Security Trustee, or exercising any trust or power conferred upon the Security Trustee, under this IndentureGuarantee; and
(iv) no provision of this Indenture Guarantee shall require the Security Trustee to expend or risk its own funds or otherwise incur any personal 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 in its sole discretion against such risk or liability is not reasonably assured to itpowers except as herein expressly provided.
(de) Whether or not therein herein expressly so provided, every provision of this Indenture Guarantee relating to the conduct or affecting the liability of or affording protection to the Security Trustee shall be subject to the provisions of this Section 6.01Section.
Appears in 3 contracts
Samples: Guarantee Indenture (Brookfield Infrastructure Partners L.P.), Guarantee Indenture (Brookfield Infrastructure Corp), Guarantee Indenture (Brookfield Infrastructure Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(i) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically and expressly set forth in this Indenture Agreement and the Trustee shall not Remarketing Agreement to be liable except for performed by the performance of such duties, Purchase Contract Agent and no implied covenants or obligations shall be read into this Indenture Agreement or the Remarketing Agreement against the TrusteePurchase Contract Agent; and
(ii) in the Trustee may absence of bad faith on its part, may, with respect to the Units, 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 Purchase Contract Agent and conforming to the requirements of this Indenture; butAgreement or the Remarketing Agreement, as applicable, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture Agreement or the Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of any the mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement or the Remarketing Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (cSection 7.01(b) shall not be construed to limit the effect of paragraph (a) of this Section 6.017.01(a);
(ii) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved conclusively determined by a court of competent jurisdiction that the Trustee Purchase Contract Agent 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 a majority in principal amount of the Outstanding Securities 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; and
(iviii) no provision of this Indenture Agreement or the Remarketing Agreement shall require the Trustee Purchase Contract Agent 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(dc) Whether or not therein expressly so provided, every provision of this Indenture Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.01Section.
(d) The Purchase Contract Agent is authorized to execute and deliver the Remarketing Agreement in its capacity as Purchase Contract Agent.
Appears in 3 contracts
Samples: Purchase Contract and Pledge Agreement (E Trade Financial Corp), Purchase Contract and Pledge Agreement (Genworth Financial Inc), Purchase Contract and Pledge Agreement (Genworth Financial Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and as are provided by the Trustee shall not be liable except for the performance of such dutiesTrust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, 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 any mathematical calculations or other facts stated therein)Indenture.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s own affairs.
(c) 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
(i1) this paragraph (c) Subsection shall not be construed to limit the effect of the first paragraph (a) of this Section 6.01Section;
(ii2) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agents, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent factsa Responsible Officer;
(iii3) 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 a majority in principal amount of the Outstanding Securities Notes, determined as provided in Section 6.05, 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 IndentureIndenture with respect to the Notes; and
(iv4) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01Section.
Appears in 3 contracts
Samples: Indenture (Bonanza Creek Energy, Inc.), Indenture (Bonanza Creek Energy Operating Company, LLC), Indenture (Bill Barrett Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, but in the case of any such certificates or opinions which 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 verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s own affairs.
(c) 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
that (i) this paragraph (c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01;
701(a); (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;
; and (iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; andSection 612.
(ivd) no 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, hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(de) 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 be subject to the provisions of this Section 6.01701 and Section 703.
Appears in 3 contracts
Samples: Indenture (Hertz Global Holdings Inc), Indenture (RSC Equipment Rental, Inc.), Indenture (Hertz Global Holdings Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) in the absence of bad faith, willful misconduct or negligence 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, 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 any mathematical calculations or other facts stated therein, except to the extent set forth in a supplemental indenture or pursuant to Section 3.01).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s his or her own affairs.
(c) 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) this paragraph (cSection 7.01(c) shall not be construed to limit the effect of paragraph (a) of this Section 6.017.01(a);
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible 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 a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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 IndentureSection 6.07; and
(iv) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.017.01.
Appears in 3 contracts
Samples: Indenture (Baxter International Inc), Indenture (Baxter International Inc), Indenture (Baxter International Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee The Unit Agent undertakes to perform perform, with respect to the Units , such duties and only such duties as are specifically and expressly set forth in required to be performed by the Unit Agent under this Indenture and the Trustee shall not be liable except for the performance of such dutiesUnit Agreement, and no implied covenants or obligations shall be read into this Indenture Unit Agreement against the TrusteeUnit Agent; and
(ii1) in the Trustee absence of bad faith on its part, the Unit Agent may conclusively relyrely and be fully protected in so relying, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee Unit Agent and conforming to the requirements of this Indenture; but, Unit Agreement but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteeUnit Agent, the Trustee Unit Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture Unit Agreement (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Unit Agreement shall be construed to relieve the Trustee Unit Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that
(i1) this paragraph (c) Subsection shall not be construed to limit the effect of paragraph Subsection (a) of this Section 6.01Section;
(ii2) the Trustee Unit Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agents, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent factsa Responsible Officer;
(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 a majority in principal amount of the Outstanding Securities 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; and
(iv3) no provision of this Indenture Unit Agreement shall require the Trustee Unit Agent to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it; and
(4) no provision of this Unit Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any personal 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(dc) Whether or not therein expressly so provided, every provision of this Indenture Unit Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Unit Agent shall be subject to the provisions of this Section 6.01Section.
Appears in 3 contracts
Samples: Unit Agreement (New York Community Bancorp Inc), Unit Agreement (New York Community Capital Trust I), Unit Agreement (New York Community Bancorp Inc)
Certain Duties and Responsibilities. (a) If 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 its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.
(b) Except during the continuance of an Event of Default,:
(i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesno others, 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. However, the Trustee shall be under a duty to examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated thereintherein or otherwise verify the contents thereof).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section 6.01601;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to itSection 512 hereof.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b), and (c) of this Section 6.01601.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense including reasonable attorneys' fees that might be incurred by it in compliance with such request or direction.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
Appears in 3 contracts
Samples: Indenture (Philip Services Corp/De), Indenture (Philip Services Corp/De), Indenture (Philip Services Corp/De)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) , the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesTrust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and.
(iib) 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 Officers’ Certificates or opinions Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; but, but in the case of any such certificates Officers’ Certificates or opinions Opinions of Counsel 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 any mathematical calculations or other facts facts, statements, opinions or conclusions stated therein).
(bc) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s his or her own affairs.
(cd) 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) this paragraph subsection (cd) shall not be construed to limit the effect of paragraph (a) the other subsections of this Section 6.017.01;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(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 a majority in principal amount of the Outstanding outstanding Securities of any series, determined as provided herein, 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; andIndenture with respect to the Securities of such series.
(ive) no 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(df) 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 be subject to the provisions of this Section 6.017.01.
(g) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(h) The Trustee shall not be responsible for the application of any money by any Paying Agent other than the Trustee.
Appears in 2 contracts
Samples: Subordinated Indenture (Old Line Bancshares Inc), Subordinated Indenture (Howard Bancorp Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Each Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against such Trustee, except during the Trustee; andcontinuance of an Event of Default of which a Responsible Officer of such Trustee has actual knowledge.
(iib) In the Trustee absence of bad faith on its part, each Trustee, in the exercise of its rights and duties hereunder, 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 such Trustee and conforming to the requirements of this Indenture; but, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the a Trustee, the such Trustee shall be under a duty to examine the same to determine whether or not they conform to and comply with the requirements of this Indenture (Indenture, but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(bc) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the a Trustee has actual knowledge, the such 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 such person’s own affairs.
(cd) No provision of this Indenture shall be construed to relieve a Trustee from the Trustee duties imposed on it in Section 6.01(c) or from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(i) this paragraph (cSection 6.01(d) shall not be construed to limit the effect of paragraph (a) of this Section 6.016.01(a);
(ii) the a Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any a Responsible Officer of its officers, employees or agentssuch Trustee, unless it shall be proved that the such Trustee was negligent in ascertaining the pertinent facts;
(iii) the a 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 an appropriate direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 5.12 – Control by Holders relating to the time, method and place of conducting any proceeding for any remedy available to the such Trustee, or exercising any trust or power conferred upon the such Trustee, under this Indenture; and;
(iv) no provision of this Indenture shall require the a Trustee to expend or risk its own funds or otherwise incur any personal 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it;
(v) a Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default (except a Default due to nonpayment) unless a Responsible Officer of such Trustee shall have received written notice or obtained actual knowledge thereof; in the absence of receipt of such notice or actual knowledge, a Trustee may conclusively assume that there is no Default; and
(vi) a Trustee shall have no duty to see to any recording, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof.
(de) 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 Trustees shall be subject to the provisions of this Section 6.01.
Appears in 2 contracts
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(i) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically and expressly set forth in this Indenture Agreement and the Trustee shall not Remarketing Agreement to be liable except for performed by the performance of such duties, Purchase Contract Agent and no implied covenants or obligations shall be read into this Indenture Agreement or the Remarketing Agreement against the TrusteePurchase Contract Agent; and
(ii) in the Trustee may absence of bad faith on its part, may, with respect to the Units, 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 Purchase Contract Agent and conforming to the requirements of this Indenture; butAgreement or the Remarketing Agreement, as applicable, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture Agreement or the Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of any the mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement or the Remarketing Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (cSection 7.01(b) shall not be construed to limit the effect of paragraph (a) of this Section 6.017.01(a);
(ii) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved conclusively determined by a court of competent jurisdiction that the Trustee Purchase Contract Agent 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 a majority in principal amount of the Outstanding Securities 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; and
(iviii) no provision of this Indenture Agreement or the Remarketing Agreement shall require the Trustee Purchase Contract Agent 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(dc) Whether or not therein expressly so provided, every provision of this Indenture Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.01Section.
(d) The Purchase Contract Agent is authorized to execute and deliver the Remarketing Agreement in its capacity as Purchase Contract Agent.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (E Trade Financial Corp), Purchase Contract and Pledge Agreement (Cit Group Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(i1) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, Agreement and no implied covenants or obligations shall be read into this Indenture Agreement against the TrusteePurchase Contract Agent; and
(ii2) may, with respect to the Trustee may Units, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Purchase Contract Agent, upon certificates or opinions furnished to the Trustee Purchase Contract Agent and conforming to the requirements of this Indenture; butAgreement, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture Agreement (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i1) this paragraph (cSection 7.1(b) shall not be construed to limit the effect of paragraph (a) of this Section 6.017.1(a);
(ii2) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee Purchase Contract Agent 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 a majority in principal amount of the Outstanding Securities 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; and
(iv3) no provision of this Indenture Agreement shall require the Trustee Purchase Contract Agent 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(dc) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.017.1.
(d) The Purchase Contract Agent is authorized to execute, deliver and perform the Pledge Agreement in its capacity as Purchase Contract Agent and to grant the Pledge. The Purchase Contract Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Purchase Contract Agent under, or actions taken by the Purchase Contract Agent pursuant to, such Pledge Agreement and any Remarketing Agreement entered into by the Purchase Contract Agent to effectuate Section 5.4 hereof or Section 6.3 of the Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived) and the Purchase Contract Agent has been notified as contemplated by Section 7.3(j), the Purchase Contract Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Purchase Contract Agent is authorized to execute, deliver and perform one or more Remarketing Agreements to, among other things, effectuate Section 5.4. 66
Appears in 2 contracts
Samples: Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Florida Power & Light Co)
Certain Duties and Responsibilities. (a) Except during the continuance of an a Debenture Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, 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, but in the case of any such certificates or opinions which by any provision provisions 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 any mathematical calculations or other facts stated therein)Indenture.
(b) In case an a Debenture Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s his own affairs.
(c) 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, misconduct except that:
(i) this paragraph (c) Subsection shall not be construed to limit the effect of paragraph Subsection (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(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 a majority in principal amount of the Outstanding Securities pursuant to Section 5.12 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; and.
(ivd) no 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 there shall have be reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(de) 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 be subject to the provisions of this Section 6.01Section.
Appears in 2 contracts
Samples: Junior Convertible Subordinated Indenture (Dura Automotive Systems Inc), Junior Convertible Subordinated Indenture (Dayton Superior Capital Trust)
Certain Duties and Responsibilities. (a1) Except The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Without limiting the foregoing, except during the continuance of an Event of Default,
(iA) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(iiB) 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, 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 any mathematical calculations or other facts stated therein).
(b) . In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s his or her own affairs.
(c2) 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:
(iA) this paragraph (c) subsection shall not be construed to limit the effect of paragraph subsection (a1) of this Section 6.01;
(iiB) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(iiiC) 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 a majority in principal amount of the Outstanding Securities pursuant to Section 5.12, 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 IndentureIndenture with respect to the Securities of such series;
(D) 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 co-Registrar with respect to the Notes; and
(ivE) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred. Notwithstanding the foregoing, 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 an adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) . 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 be subject to the provisions of this Section 6.01Section.
Appears in 2 contracts
Samples: Subordinated Indenture (Eagle Bancorp Inc), Subordinated Indenture (Eagle Bancorp Inc)
Certain Duties and Responsibilities. (a) Except during The Purchase Contract Agent hereby appointed by the continuance of an Event of Default,Company:
(i) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically and expressly set forth in this Indenture Agreement and the Trustee shall not Remarketing Agreement to be liable except for performed by the performance of such duties, Purchase Contract Agent and no implied covenants or obligations shall be read into this Indenture Agreement or the Remarketing Agreement against the TrusteePurchase Contract Agent; and
(ii) the Trustee may conclusively rely, in the absence of bad faith on its part, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee Purchase Contract Agent and conforming to the requirements of this Indenture; butAgreement or the Remarketing Agreement, as applicable, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture Agreement or the Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of any the mathematical calculations or other facts facts, statements, opinions, conclusions or matters stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement or the Remarketing Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (cSection 7.01(b) shall not be construed to limit the effect of paragraph (aSection 7.01(a) of this or Section 6.017.01(c);
(ii) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved conclusively determined by a court of competent jurisdiction that the Trustee Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts;; and
(iii) the Trustee Purchase Contract Agent 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 a majority in principal of the aggregate stated amount of the Outstanding Securities Certificates, relating to the time, method and place of conducting any proceeding for any right or remedy available to the TrusteePurchase Contract Agent, or exercising any trust or power conferred upon the TrusteePurchase Contract Agent, under this Indenture; andAgreement with respect to the Units.
(ivc) no No provision of this Indenture Agreement, the Remarketing Agreement, the Certificate of Designations or any Certificate shall require the Trustee Purchase Contract Agent 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 adequate indemnity satisfactory to it in its sole discretion and/or security against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this Indenture Agreement, the Remarketing Agreement, the Certificate of Designations and any Certificate relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.017.01.
(e) The Purchase Contract Agent is authorized to execute and deliver the Remarketing Agreement in its capacity as Purchase Contract Agent. The rights, privileges, protections, immunities and benefits afforded to the Purchase Contract Agent and each Indemnitee under this Agreement, including, without limitation, its and their rights to be compensated, reimbursed and indemnified, shall also extend to and cover the Purchase Contract Agent and each Indemnitee with respect to the role of the Purchase Contract Agent as Purchase Contract Agent under, including action taken, omitted to be taken or suffered by the Purchase Contract Agent pursuant to the Remarketing Agreement, the Certificate of Designations, any Certificate or any notice or instruction entered into by the Purchase Contract Agent under the terms of this Agreement.
(f) The Purchase Contract Agent shall be under no duty to afford the Collateral any greater degree of care than it gives to its own similar property. In acting hereunder, the Purchase Contract Agent shall act solely as the attorney-in-fact and the agent for the Holders hereunder (and not as a fiduciary).
(g) None of the Purchase Contract Agent, the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall be responsible for any calculations under this Agreement or with respect to the Units.
(h) The Purchase Contract Agent may hold Common Stock but, for the avoidance of doubt, will not be required to issue shares of Common Stock.
(i) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine the Settlement Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or in this Agreement or in any supplemental agreement hereunder provided to be employed, in making the same. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the settlement of any Purchase Contract; and the Purchase Contract Agent make no representations with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Purchase Contract for the purpose of settlement or to comply with any of the duties, responsibilities or covenants of the Company contained in this Agreement. Without limiting the generality of the foregoing, the Purchase Contract Agent shall not be under any responsibility to (a) determine whether a supplemental agreement needs to be entered into or (b) determine the correctness of any provisions contained in any supplemental agreement, in each case, entered into pursuant to Section 5.12 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the settlement of their Purchase Contract pursuant to Article 5 or to any adjustment to be made with respect thereto, but may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Purchase Contract Agent prior to the execution of any such supplemental agreement) with respect thereto.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Nisource Inc.), Purchase Contract and Pledge Agreement (Nisource Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, 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, but in the case of any such certificates or opinions which by any provision the provisions 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 any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 its exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs.
(c) 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
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or any of its officers, employees or agents, 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 a majority in principal amount of the Outstanding Securities 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; and
(iv) 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 powerspowers under this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or unless the Trustee has received security and indemnity satisfactory to it against any loss, liability or expense. The Trustee shall not be liable for any error of judgment unless it is proved that the Trustee was negligent in the performance of its sole discretion against such risk or liability is not reasonably assured to itduties hereunder.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 2 contracts
Samples: Indenture (NorthStar Realty Europe Corp.), Indenture (Northstar Realty Finance Corp.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) in the absence of willful misconduct or gross negligence 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, 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 any mathematical calculations or other facts stated thereintherein or the authenticity of such documents or the authority of the parties delivering such documents).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) 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) this paragraph (c) Subsection shall not be construed to limit the effect of paragraph clause (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible 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 of a majority in principal amount of the Outstanding Securities of any series 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 IndentureIndenture with respect to such Securities; and
(iv) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01Section.
Appears in 2 contracts
Samples: Indenture (AMC Networks Inc.), Indenture (WE TV Studios LLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) 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 any mathematical calculations or other facts stated therein).
(b) In case If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s 's own affairs.
(b) Except during the continuance of an Event of Default:
(i) The Trustee need perform only those duties that are specifically set forth in this Indenture or the Trust Indenture Act and no others; and
(ii) in the absence of gross negligence, willful misconduct or 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. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but the Trustee need not verify the contents thereof.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (cSection 601(c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01601(b);
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to itSection 512.
(d) Whether or not therein expressly so provided, every Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions of this Section 6.01the Trust Indenture Act and Sections 601(a), 601(b), 601(c) and 601(e).
Appears in 2 contracts
Samples: Indenture (Westbridge Capital Corp), Indenture (Iat Multimedia Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,Default of which a Responsible Officer of the Trustee has actual knowledge:
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and any related document to which the Trustee shall not be liable except for the performance of such duties, is a party and no implied covenants or obligations shall be read into this Indenture or any related document against the Trustee; and
(ii) the Trustee may conclusively relyTrustee, in its individual capacity, shall not be liable, answerable or accountable under any circumstances, except for its own willful misconduct or negligence, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to the truth of the statements appeal or review, 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 not be under a duty liable for any action or inaction of the Company, the Guarantors, or any other party or person (or agent thereof) 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 any mathematical calculations or other facts stated therein)related document.
(b) In case If an Event of Default known to the Trustee has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, Indenture and any related document to which it is a party and use the same degree of care and skill in their exercise, its exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs.
(c) No provision The duties and responsibilities 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
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, as expressly set forth in this Indenture and as provided by the Trust Indenture Act. Notwithstanding the foregoing or errors of judgment made, in good faith by it or any of its officers, employees or agents, 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 a majority in principal amount of the Outstanding Securities relating anything herein to the timecontrary, 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; and
(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability (financial liability or otherwise) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) . 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 be subject to the provisions of this Section 6.01Article Six hereto.
Appears in 2 contracts
Samples: Subordinated Indenture (Global Ship Lease 13 LTD), Senior Indenture (Global Ship Lease 13 LTD)
Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set forth herein.
(b) In case an Event of Default with respect to the Securities has occurred (which has not been cured or waived), the Trustee shall exercise 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 such person's own affairs.
(c) 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.
(d) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to need perform such duties and only such those duties as are specifically and expressly set forth in this Indenture and no duties, covenants or obligations of the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into in this Indenture against the TrusteeIndenture; 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, 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 any mathematical calculations or other facts facts, statements, opinions or conclusions stated therein).
(be) In case an Event Whether or not therein expressly so provided, every provision of Default has occurred and is continuing this Indenture relating to the conduct or affecting the liability of which a Responsible Officer of the Trustee has actual knowledge, or affording protection to the Trustee shall exercise such be subject to the provisions 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 such person’s own affairsSection.
(cf) 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) this paragraph Subsection (cf) shall not be construed to limit the effect of paragraph Subsections (ac) or (d) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(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 a majority in principal amount of the Outstanding Securities of any series, determined as provided herein, 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; and
(iv) no provision of this Indenture shall require with respect to 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 Securities of such funds or indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to itseries.
(dg) 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 be subject to the provisions of this Section 6.016.1.
Appears in 2 contracts
Samples: Indenture (Minefinders Corp Ltd.), Indenture (Minefinders Corp Ltd.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, 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, as determined in a final and non-appealable decision of a court of competent jurisdiction, 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, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteeopinions, 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 to verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer written notice of such Event of Default shall have been given to the Trustee by the Company, any other obligor of the Trustee has actual knowledgeNotes or by any Holder, 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 such person’s own affairs.
(c) 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 EXCEPT that
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved in a final and non-appealable decision of a court of competent jurisdiction 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 a majority in aggregate principal amount of the Outstanding Securities 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; and
(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability, financial liability or otherwise, 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01.
(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(f) The Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default or fact or event which might require the Trustee to take any action or give any notice unless a Responsible Officer of the Trustee has received written notice from the Company, any other obligor of the Notes or any Holder of the description and circumstances constituting such Default or Event of Default and stating that such notice is a notice of Default or Event of Default.
(g) The Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article Ten. Delivery of reports, information and documents to the Trustee is for information purposes only and the receipt by the Trustee of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to conclusively rely on Officers’ Certificates.
(h) Any permissive right or authority granted to the Trustee shall not be construed as a mandatory duty.
Appears in 2 contracts
Samples: Indenture (Wheeler Real Estate Investment Trust, Inc.), Indenture (Wheeler Real Estate Investment Trust, Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee The Class A-2 Agent undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesAgreement, and no implied covenants or obligations shall be read into this Indenture Agreement against the Trustee; andClass A-2 Agent.
(iib) Upon certificates and other notices furnished to the Trustee may Class A-2 Agent and conforming to the requirements of this Agreement, the Class A-2 Agent may, in the absence of gross negligence, willful misconduct or bad faith on its part, conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein. Neither the Class A-2 Agent nor any of its affiliates, upon certificates directors, officers, agents or opinions furnished employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Holders representing a majority of the Class A-2 Commitments (and to the Trustee and conforming extent required under the Transaction Documents, the Issuer or Servicer on behalf of the Issuer) or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Class A-2 Agent nor any of its affiliates, directors, officers, agents or employees shall be responsible or have any duty to ascertain, inquire or verify: (i) any statement, warranty or representation made in connection with this Agreement, any of the requirements other Transaction Documents or any Draw hereunder, (ii) the performance or observation of any of the covenants or agreements of the Issuer or (iii) the validity, effectiveness or genuineness of this Indenture; butAgreement, the Indenture or any instrument or writing furnished in the case of connection herewith. The Class A-2 Agent shall not incur any such certificates liability by acting in reliance upon any notice, consent, certificate, statement or opinions other writing (which may be a bank wire, fax, electronic messaging or similar writing) reasonably believed by any provision hereof are specifically required it to be furnished to genuine or signed by the Trustee, the Trustee shall be under a duty to examine the same to determine whether proper party or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairsparties.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee Class A-2 Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (c) subsection shall not be construed to limit the effect of paragraph subsections (a) and (b) of this Section 6.015.02;
(ii) the Trustee Class A-2 Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsan officer, unless it shall be proved proven that the Trustee Class A-2 Agent 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 direction of the Holders of a majority in principal amount of the Outstanding Securities 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; and
(iviii) no provision of this Indenture Agreement shall require the Trustee Class A-2 Agent 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 powerspowers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it, unless such risk or liability relates to performance of its ordinary services under this Agreement.
(d) For all purposes under this Agreement, the Class A-2 Agent shall not be deemed to have notice or knowledge of any Event of Default unless an officer of the Class A-2 Agent has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Class A-2 Agent.
(e) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Class A-2 Agent shall be subject to the provisions of this Section 6.015.02. Each Holder shall, ratably, in accordance with its Class A-2 Commitment (or, if the Class A-2 Commitments have been terminated or permanently reduced to zero, the unpaid principal amount of its Advances) indemnify each Indemnified Person for all Losses not reimbursed by the Issuer pursuant to Section 5.03(a)(iii); provided that no Holder shall have such indemnity or reimbursement obligation to the extent that such loss, liability or expense incurred by the applicable Indemnified Person arises out of, or in connection with any act or omission of any Indemnified Person constituting (x) negligence or (y) a breach of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (NewStar Financial, Inc.), Class a 2 Note Purchase Agreement (NewStar Financial, Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,:
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesTIA, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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 (including Officers' Certificates) or opinions (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture; but, 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 any mathematical calculations or other facts stated therein)Indenture.
(b) In case During the continuance of an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgeDefault, the Trustee shall is required to exercise such of the rights and powers vested in it by under this Indenture, Indenture and use the same degree of care and skill in their exercise, its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs.
(c) 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) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or any of its officers, employees or agents, 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 a majority in principal amount of the Outstanding Securities 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; and
(iv) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 2 contracts
Samples: Indenture (Rhythms Net Connections Inc), Indenture (Rhythms Net Connections Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(i1) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically and expressly set forth in this Indenture Agreement and the Trustee shall not be liable except for the performance of such dutiesPledge Agreement, and no implied covenants or obligations shall be read into this Indenture Agreement or the Pledge Agreement against the TrusteePurchase Contract Agent; and
(ii2) in the Trustee absence of negligence, bad faith or willful misconduct on its part, 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 Purchase Contract Agent and conforming to the requirements of this Indenture; butAgreement or the Pledge Agreement, as applicable, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (Agreement or the Pledge Agreement, as applicable, but need not shall have no duty to confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement or the Pledge Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i1) this paragraph (c) Subsection shall not be construed to limit the effect of paragraph Subsection (a) of this Section 6.01Section;
(ii2) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee Purchase Contract Agent 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 direction of the Holders of a majority in principal amount of the Outstanding Securities 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; and
(iv3) no provision of this Indenture Agreement or the Pledge Agreement shall require the Trustee Purchase Contract Agent 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(dc) Whether or not therein expressly so provided, every provision of this Indenture Agreement and the Pledge Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.01Section.
(d) The Purchase Contract Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Purchase Contract Agent. The Purchase Contract Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Purchase Contract Agent under, or actions taken, omitted to be taken or suffered by the Purchase Contract Agent pursuant to the Pledge Agreement.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Amerigroup Corp), Purchase Contract Agreement (Amerigroup Corp)
Certain Duties and Responsibilities. (a) Except during Each of the continuance of an Event of Default,
(i) the Purchase Contract Agent and Trustee undertakes to perform perform, with respect to the Units and Purchase Contracts, such duties and only such duties as are specifically delegated to it and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) 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 any mathematical calculations or other facts stated therein)Agreement.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(i) the duties and obligations of the Purchase Contract Agent with respect to the Purchase Contracts shall be determined solely by the express provisions of this paragraph (c) Agreement, and the Purchase Contract Agent shall not be construed to limit liable except for the effect performance of paragraph (a) of such duties and obligations as are specifically set forth in this Section 6.01Agreement, and no implied covenants or obligations shall be read into this Agreement against the Purchase Contract Agent or the Trustee;
(ii) in the Trustee absence of bad faith on the part of the Purchase Contract Agent and/or the Trustee, as applicable, the Purchase Contract Agent and/or the Trustee, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Purchase Contract Agent and/or the Trustee, as applicable, and conforming to the requirements of this Agreement; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent and/or the Trustee, the Purchase Contract Agent and/or the Trustee, as applicable, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement;
(iii) the Purchase Contract Agent and/or the Trustee, as applicable, shall not be liable for any action taken, or errors error of judgment made, made in good faith by it a Responsible Officer or any Responsible Officers of its officersthe Purchase Contract Agent and/or the Trustee, employees or agentsas applicable, unless it shall be proved that the Trustee Purchase Contract Agent was negligent in ascertaining the pertinent facts;; and
(iiiiv) the Trustee Purchase Contract Agent and/or the Trustee, as applicable, 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 a majority in principal amount of the Outstanding Securities pursuant to Section 7.08 relating to the time, method and place of conducting any proceeding for any remedy available to the Purchase Contract Agent and/or the Trustee, as applicable, or exercising any trust right or power conferred upon the Purchase Contract Agent and/or the Trustee, as applicable, under this Indenture; andAgreement.
(ivc) no provision This Agreement shall not be deemed to create a fiduciary relationship under state or federal law between U.S. Bank National Association, in its capacity as the Purchase Contract Agent, and any Holder of any Equity-Linked Security or between U.S. Bank National Association in its capacity as Trustee under the Indenture, and any Holder of any Purchase Contract (whether separated or as part of a Unit). Nothing herein shall be deemed to govern or effect the Trustee’s rights, duties, responsibilities, benefits, protections, indemnities or immunities with respect to the Notes, which shall be governed by the Indenture. None of the provisions contained in this Indenture Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds ground for believing that the repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Colfax CORP), Purchase Contract Agreement (International Flavors & Fragrances Inc)
Certain Duties and Responsibilities. (a) If 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 its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.
(b) Except during the continuance of an Event of Default,:
(i1) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesno others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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. However, the Trustee shall be under a duty to examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i1) this paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section 6.01Section;
(ii2) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;
(iii3) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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 IndentureSection 512 hereof; and
(iv4) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b), and (c) of this Section 6.01Section.
(e) the Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Issuer. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law.
Appears in 2 contracts
Samples: Indenture (Globix Corp), Indenture (General Media Inc)
Certain Duties and Responsibilities. (a) Except during With respect to the continuance Holders, the Trustee, prior to the occurrence of an Event of Default,
Default (ias defined in Section 8.1) with respect to the Trustee Securities and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, CVR Agreement and no implied covenants or obligations shall be read into this Indenture CVR Agreement against the Trustee; and. In case an Event of Default with respect to the Securities has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this CVR Agreement, and use the same degree of care and skill in their exercise, as a reasonably prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(iib) In the absence of bad faith on its part, prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default which may have occurred, 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 which conform to the requirements of this IndentureCVR Agreement; but, 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 solely whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairsCVR Agreement.
(c) No provision of this Indenture CVR Agreement 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
that (i) this paragraph Subsection (c) shall not be construed to limit the effect of paragraph Subsections (a) and (b) of this Section 6.01;
4.1; (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
; and (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 a majority in principal amount of the Outstanding Securities pursuant to Section 8.9 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; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to itCVR Agreement.
(d) Whether or not therein expressly so provided, every provision of this Indenture CVR Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.014.1.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Cartesian Therapeutics, Inc.), Merger Agreement (Selecta Biosciences Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(i) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically and expressly set forth in this Indenture Agreement and the Trustee shall not Remarketing Agreement to be liable except for performed by the performance of such duties, Purchase Contract Agent and no implied covenants or obligations shall be read into this Indenture Agreement or the Remarketing Agreement against the TrusteePurchase Contract Agent; and
(ii) the Trustee may conclusively rely, in the absence of bad faith, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee Purchase Contract Agent and conforming to the requirements of this Indenture; butAgreement or the Remarketing Agreement, as applicable, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture Agreement or the Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of any the mathematical calculations or other facts facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement or the Remarketing Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (cSection 7.01(b) shall not be construed to limit the effect of paragraph (aSection 7.01(a) of this and Section 6.01;7.01(c); and
(ii) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved conclusively determined by a court of competent jurisdiction that the Trustee Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts;.
(iiic) 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 a majority in principal amount of the Outstanding Securities 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; and
(iv) no No provision of this Indenture Agreement, the Remarketing Agreement or any other document or instrument referred to or provided for herein or in connection herewith shall require the Trustee Purchase Contract Agent 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 adequate indemnity satisfactory to it in its sole discretion and/or security against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this Indenture Agreement, the Remarketing Agreement or any other document or instrument referred to or provided for herein or in connection herewith relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.01Section.
(e) The Purchase Contract Agent is fully authorized to execute and deliver the Remarketing Agreement in its capacity as Purchase Contract Agent. The rights, privileges, protections, immunities and benefits afforded to the Purchase Contract Agent and each Indemnitee under this Agreement, including, without limitation, its and their rights to be compensated, reimbursed and indemnified, shall also extend to and cover the Purchase Contract Agent and each Indemnitee with respect to the role of the Purchase Contract Agent as Purchase Contract Agent under, including action taken, omitted to be taken or suffered by the Purchase Contract Agent pursuant to, the Remarketing Agreement or any other document or instrument referred to or provided for herein or in connection herewith.
(f) On or prior to the date that is 20 days prior to the first day of the Final Remarketing Period or, if the Company shall have elected to conduct an Optional Remarketing, the date that is 20 days prior to the first day of the Optional Remarketing Period, at the Company’s request given in an Officers’ Certificate at least three Business Days prior to such 20th day, the Purchase Contract Agent shall deliver to the Company and the Remarketing Agent(s) an executed counterpart of the Remarketing Agreement, signed by an authorized signatory of the Purchase Contract Agent.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (South Jersey Industries Inc), Purchase Contract and Pledge Agreement (South Jersey Industries Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(i) the Trustee undertakes to perform perform, with respect to the Purchase Contracts, such duties and only such duties as are specifically delegated to it and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesAgreement, and no implied covenants or obligations shall be read into this Indenture Agreement against the TrusteePurchase Contract Agent; and
(ii) in the Trustee may absence of willful misconduct on its own part, may, with respect to the Purchase Contracts and Equity Linked Securities, 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 Purchase Contract Agent and conforming to the requirements of this Indenture; but, Agreement but in the case of any such certificates or opinions which that by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform in so far as matters of form but not substance are concerned to the requirements of this Indenture Agreement (but need not confirm or investigate the accuracy or completeness of any the mathematical calculations or other facts facts, statements, opinions or conclusions stated thereinor contained therein and may assume the genuineness of all signatures).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, its own willful misconduct or its own willful misconductbad faith, except that:
(i) this paragraph subsection (cb) shall not be construed to limit the effect of paragraph subsections (a) and (c) of this Section 6.01Section;
(ii) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it a Responsible Officer or any of its officers, employees or agentsother Person, unless it shall be proved that a Responsible Officer of the Trustee Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts;
(iii) the Trustee Purchase Contract Agent 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 a majority in principal amount number of the Outstanding Securities Purchase Contracts, determined as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the TrusteePurchase Contract Agent, or exercising any trust or power conferred upon the TrusteePurchase Contract Agent, under this Indenture; andAgreement with respect to the Outstanding Purchase Contracts.
(ivc) no No provision of this Indenture Agreement shall require the Trustee Purchase Contract Agent 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability satisfactory to the Purchase Contract Agent is not reasonably assured provided to it.
(d) Whether or not herein or therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.017.01.
Appears in 2 contracts
Samples: Purchase Contract Agreement (William Lyon Homes), Purchase Contract Agreement (Thompson Creek Metals CO Inc.)
Certain Duties and Responsibilities. (a) Except The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such liability arises as a result of the fraud, willful misconduct, bad faith, intentional breach, or gross negligence of the Rights Agent or any of its Affiliates or its or their respective directors, officers, employees, agents, advisors, or other representatives (collectively, “Rights Agent Persons”) (in each case as determined by a final non-appealable judgment of court of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, any liability of the Rights Agent under this Agreement will be limited to the amount of annual fees paid by Public Company to the Rights Agent during the continuance of an Event of Default,
twelve (i12) months immediately preceding the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and event for which recovery from the Trustee shall not be liable Rights Agent is being sought, except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) 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 fraud, willful misconduct, bad faith, intentional breach, or gross negligence of any such certificates or opinions which by any provision hereof are specifically required to be furnished Rights Agent Person. Anything to the Trusteecontrary notwithstanding, in no event will the Trustee shall Rights Agent be under a duty to examine the same to determine whether liable for special, punitive, indirect, incidental or not they conform to the requirements of this Indenture (but need not confirm consequential loss or investigate the accuracy damages of any mathematical calculations kind whatsoever (including, without limitation, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or other facts stated therein)damages, and regardless of the form of action, except in the case of fraud, willful misconduct, bad faith, intentional breach, or gross negligence of any Rights Agent Person.
(b) In The Rights Agent shall not have any duty or responsibility in the case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall exercise such receipt 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 such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee any written demand from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or any of its officers, employees or agents, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable Holder with respect to any action taken or omitted to be taken default by it in good faith in accordance with any person or entity, including, without limiting the direction generality of the Holders foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon Public Company or the Surviving Corporation. The Rights Agent may (but shall not be required to) enforce all rights of a majority in principal amount of the Outstanding Securities 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, action under this Indenture; and
(iv) no provision Agreement and any related claim, action, suit, audit, investigation or proceeding instituted by the Rights Agent may be brought in its name as the Rights Agent and any recovery in connection therewith will be for the proportionate benefit of this Indenture shall require all the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunderHolders, or in the exercise of any of its as their respective rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to itinterests may appear on the CVR Register.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (CohBar, Inc.), Contingent Value Rights Agreement (IMARA Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(i) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically and expressly set forth in this Indenture Agreement and the Trustee shall not Remarketing Agreement to be liable except for performed by the performance of such duties, Purchase Contract Agent and no implied covenants or obligations shall be read into this Indenture Agreement or the Remarketing Agreement against the TrusteePurchase Contract Agent; and
(ii) in the Trustee may absence of bad faith on its part, may, with respect to the Units, 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 Purchase Contract Agent and conforming to the requirements of this Indenture; butAgreement or the Remarketing Agreement, as applicable, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture Agreement or the Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of any the mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement or the Remarketing Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (cSection 7.01(b) shall not be construed to limit the effect of paragraph (a) of this Section 6.017.01(a);
(ii) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved conclusively determined by a court of competent jurisdiction that the Trustee Purchase Contract Agent 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 a majority in principal amount of the Outstanding Securities 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; and
(iviii) no provision of this Indenture Agreement or the Remarketing Agreement shall require the Trustee Purchase Contract Agent 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(dc) Whether or not therein expressly so provided, every provision of this Indenture Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.01Section.
(d) The Purchase Contract Agent is authorized to execute and deliver the Remarketing Agreement in its capacity as Purchase Contract Agent.
(e) On or prior to the date that is 30 days prior to the first day of the Applicable Remarketing Period, at the Company’s request given at least five Business Days prior to such 30th day, the Purchase Contract Agent shall deliver to the Company and the Remarketing Agent an executed counterpart of the Remarketing Agreement, signed by an authorized signatory of the Purchase Contract Agent.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Archer Daniels Midland Co), Purchase Contract and Pledge Agreement (Archer Daniels Midland Co)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesTrust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee except as otherwise required by the Trust Indenture Act; 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, 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 any mathematical calculations or other facts facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s his or her own affairs.
(c) 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) this paragraph subsection (c) shall not be construed to limit the effect of paragraph subsections (a) or (d) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(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 a majority in principal amount of the Outstanding outstanding Securities of any series, determined as provided herein, 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; andIndenture with respect to the Securities of such series.
(ivd) no 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(de) 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 be subject to the provisions of this Section 6.01Article 7.
Appears in 2 contracts
Samples: Subordinated Indenture (Banco Santander (Brasil) S.A.), Senior Indenture (Banco Santander (Brasil) S.A.)
Certain Duties and Responsibilities. (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in such exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(b) Except during the continuance of an Event of Default,:
(i) the Trustee undertakes to need perform such only those duties and only such duties as that are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesno others, and no implied covenants or obligations shall will 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, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteeTrustee by any of the provisions hereof, the Trustee shall be under a duty to will examine the same certificates and opinions to determine whether or not not, on their face, they appear to conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly gross negligent action, its own grossly gross negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section 6.016.2;
(ii) the Trustee shall will not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Trustee shall will not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the direction received by it pursuant to Section 6.2 of the Holders of a majority in principal amount of the Outstanding Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or when exercising any other trust or power conferred upon the Trustee, Trustee under this Indenture; and
(iv) 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 or its duties hereunder, hereunder or in the exercise of any of its rights or powers, powers hereunder if it shall have has reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) Whether or not therein herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions clauses (i), (ii), (iii) and (iv) of paragraph (c) of this Section 6.016.2.
Appears in 2 contracts
Samples: Indenture (Advanced Energy Industries Inc), Indenture (Advanced Energy Industries Inc)
Certain Duties and Responsibilities. (a) Except during Each of the continuance of an Event of Default,
(i) the Purchase Contract Agent and Trustee undertakes to perform perform, with respect to the Units and Purchase Contracts, such duties and only such duties as are specifically delegated to it and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) 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 any mathematical calculations or other facts stated therein)Agreement.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(i) the duties and obligations of the Purchase Contract Agent with respect to the Purchase Contracts shall be determined solely by the express provisions of this paragraph (c) Agreement, and the Purchase Contract Agent shall not be construed to limit liable except for the effect performance of paragraph (a) of such duties and obligations as are specifically set forth in this Section 6.01Agreement, and no implied covenants or obligations shall be read into this Agreement against the Purchase Contract Agent or the Trustee;
(ii) in the Trustee absence of bad faith on the part of the Purchase Contract Agent and/or the Trustee, as applicable, the Purchase Contract Agent and/or the Trustee, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Purchase Contract Agent and/or the Trustee, as applicable, and conforming to the requirements of this Agreement; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent and/or the Trustee, the Purchase Contract Agent and/or the Trustee, as applicable, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement;
(iii) the Purchase Contract Agent and/or the Trustee, as applicable, shall not be liable for any action taken, or errors error of judgment made, made in good faith by it a Responsible Officer or any Responsible Officers of its officersthe Purchase Contract Agent and/or the Trustee, employees or agentsas applicable, unless it shall be proved that the Trustee Purchase Contract Agent was negligent in ascertaining the pertinent facts;; and
(iiiiv) the Trustee Purchase Contract Agent and/or the Trustee, as applicable, 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 a majority in principal amount of the Outstanding Securities pursuant to Section 7.08 relating to the time, method and place of conducting any proceeding for any remedy available to the Purchase Contract Agent and/or the Trustee, as applicable, or exercising any trust right or power conferred upon the Purchase Contract Agent and/or the Trustee, as applicable, under this Indenture; andAgreement.
(ivc) no provision This Agreement shall not be deemed to create a fiduciary relationship under state or federal law between U.S. Bank Trust Company, National Association, in its capacity as the Purchase Contract Agent, and any Holder of any Equity-Linked Security or between U.S. Bank Trust Company, National Association, in its capacity as Trustee under the Indenture, and any Holder of any Purchase Contract (whether separated or as part of a Unit). Nothing herein shall be deemed to govern or affect the Trustee’s rights, duties, responsibilities, benefits, protections, indemnities or immunities with respect to the Notes, which shall be governed by the Indenture. None of the provisions contained in this Indenture Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds ground for believing that the repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 2 contracts
Samples: Purchase Contract Agreement (BrightSpring Health Services, Inc.), Purchase Contract Agreement (BrightSpring Health Services, Inc.)
Certain Duties and Responsibilities. (a) Except during The Trustee, prior to the continuance occurrence of an Event of Default,
Default (ias defined in Section 8.1) with respect to the Trustee Securities and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, CVR Agreement and no implied covenants or obligations shall be read into this Indenture CVR Agreement against the Trustee; and. In case an Event of Default with respect to the Securities has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this CVR Agreement, and use the same degree of care and skill in their exercise, as a reasonably prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(iib) In the absence of bad faith on its part, prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default which may have occurred, 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 which conform to the requirements of this IndentureCVR Agreement; but, 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 CVR Agreement (but need not confirm or investigate the accuracy of any mathematical calculations or the other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture CVR Agreement 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
that (i) this paragraph Subsection (c) shall not be construed to limit the effect of paragraph Subsections (a) and (b) of this Section 6.01;
4.1; (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
; and (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 a majority in principal amount of the Outstanding Securities pursuant to Section 8.9 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 IndentureCVR Agreement; and
and (iv) no provision of this Indenture CVR Agreement 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, hereunder or in the exercise of any of its rights or and powers, if it shall have to the extent that the Trustee has reasonable grounds grounds, after consultation with outside counsel, for believing that repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this Indenture CVR Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.014.1.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Bristol Myers Squibb Co), Contingent Value Rights Agreement (Bristol Myers Squibb Co)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(i) the Trustee undertakes to perform perform, with respect to the Securities, such duties and only such duties as are specifically and expressly set forth in this Indenture Agreement and the Trustee shall not be liable except for the performance of such dutiesPledge Agreement, and no implied covenants or obligations shall be read into this Indenture Agreement or the Pledge Agreement against the TrusteePurchase Contract Agent; and
(ii) in the Trustee may absence of bad faith or gross negligence on its part, may, with respect to the Securities, 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 Purchase Contract Agent and conforming to the requirements of this Indenture; butAgreement or the Pledge Agreement, as applicable, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture Agreement or the Pledge Agreement, as applicable (but need not confirm or investigate the accuracy of any the mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement or the Pledge Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (c) Subsection shall not be construed to limit the effect of paragraph Subsection (a) of this Section 6.01Section;
(ii) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee Purchase Contract Agent 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 direction of the Holders of a majority in principal amount of the Outstanding Securities 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; and
(iv) no provision of this Indenture Agreement or the Pledge Agreement shall require the Trustee Purchase Contract Agent 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 the Purchase Contract Agent is not provided to it; and
(iv) the Purchase Contract Agent shall not be liable with respect to any action taken or omitted to be taken by it in its sole discretion against such risk good faith in accordance with the direction of the Holders of a majority in liquidation amount or liability is not reasonably assured to itprincipal amount, as the case may be, of the Outstanding Securities.
(dc) Whether or not therein expressly so provided, every provision of this Indenture Agreement and the Pledge Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.01Section.
(d) The Purchase Contract Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Purchase Contract Agent.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Pp&l Capital Funding Inc), Purchase Contract Agreement (PPL Capital Funding Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(i1) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, Agreement and no implied covenants or obligations shall be read into this Indenture Agreement against the TrusteePurchase Contract Agent; and
(ii2) may, with respect to the Trustee may Units, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Purchase Contract Agent, upon certificates or opinions furnished to the Trustee Purchase Contract Agent and conforming to the requirements of this Indenture; butAgreement, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture Agreement (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i1) this paragraph (cSection 7.1(b) shall not be construed to limit the effect of paragraph (a) of this Section 6.017.1(a);
(ii2) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee Purchase Contract Agent 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 a majority in principal amount of the Outstanding Securities 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; and
(iv3) no provision of this Indenture Agreement shall require the Trustee Purchase Contract Agent 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(dc) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.017.1.
(d) The Purchase Contract Agent is authorized to execute, deliver and perform the Pledge Agreement in its capacity as Purchase Contract Agent and to grant the Pledge. The Purchase Contract Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Purchase Contract Agent under, or actions taken by the Purchase Contract Agent pursuant to, such Pledge Agreement and any Remarketing Agreement entered into by the Purchase Contract Agent to effectuate Section 5.4 hereof or Section 6.3 of the Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived) and the Purchase Contract Agent has been notified as contemplated by Section 7.3(j), the Purchase Contract Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Purchase Contract Agent is authorized to execute, deliver and perform one or more Remarketing Agreements to, among other things, effectuate Section 5.4.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Florida Power & Light Co)
Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and this Indenture. Notwithstanding the foregoing, 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 adequate indemnity against such risk or liability is not reasonably assured to it. 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 be subject to the provisions of this Section 6.01.
(b) Except during the continuance of an Event of Default,:
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, 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 any mathematical calculations or other facts stated therein).
(bc) In case If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s his or her own affairs.
(cd) 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:
(i1) this paragraph (cSection 6.01(d) shall not be construed to limit the effect of paragraph (a) of this Section 6.016.01(b);
(ii2) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(iii3) 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 aggregate principal amount of the Outstanding Securities of any series, determined as provided in Section 1.04 and Section 5.12, 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; and
(iv) no provision of this Indenture shall require with respect to 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 Securities of such funds or indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to itseries.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Security Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesGuarantee, and no implied covenants or obligations shall be read into this Indenture Guarantee against the Security Trustee; .
(b) The Security Trustee, in exercising its powers and discharging its duties prescribed or conferred by this Guarantee, shall
(i) act honestly and in good faith with a view to the best interests of the Holders of the Series 1 Shares, and
(ii) exercise that degree of care, diligence and skill a reasonably prudent trustee, appointed in respect of a guarantee indenture would exercise in comparable circumstances.
(c) In the Trustee absence of bad faith on its part, the Security Trustee, in the exercise of its rights and duties hereunder, may conclusively act and rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions other evidence furnished to the Security Trustee and conforming to the requirements of this Indenture; but, in the case Guarantee. The Security Trustee shall not be liable for or by reason of any such certificates statements of fact or opinions which by any provision hereof are specifically recitals in this Guarantee or be required to verify the same, but all such statements or recitals are and shall be furnished deemed to be made by the Trustee, the Guarantors (or by their agents). The Security Trustee shall not in any way be under a duty to examine responsible for the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy consequence of any mathematical calculations breach on the part of a Guarantor (or other facts stated therein)by its agents) of any of the Guarantor’s covenants herein.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(cd) No provision of this Indenture Guarantee shall be construed to relieve the Security Trustee from the duties imposed on it in Section 5.1(b) or from liability for its own grossly negligent action, its own grossly negligent failure to act gross negligence or its own willful wilful misconduct, except that:
(i) this paragraph (cSection 5.1(d) shall not be construed to limit the effect of paragraph Section 5.1(a) and (a) of this Section 6.01b);
(ii) the Security Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Security 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 an appropriate direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 4.10 relating to the time, method and place of conducting any proceeding for any remedy available to the Security Trustee, or exercising any trust or power conferred upon the Security Trustee, under this IndentureGuarantee; and
(iv) no provision of this Indenture Guarantee shall require the Security Trustee to expend or risk its own funds or otherwise incur any personal 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 in its sole discretion against such risk or liability is not reasonably assured to itpowers except as herein expressly provided.
(de) Whether or not therein herein expressly so provided, every provision of this Indenture Guarantee relating to the conduct or affecting the liability of or affording protection to the Security Trustee shall be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Samples: Guarantee Indenture (Brookfield Renewable Energy Partners L.P.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and.
(iib) In the absence of bad faith on its part, the Trustee conclusively 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, but in the case of any such certificates or opinions which that by any provision hereof specifically 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 any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) 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:
(i) this paragraph (cSection 5.01(c) shall not be construed to limit the effect of paragraph (aSection 5.01(a) of this Section 6.01or 5.01(b);
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, 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 direction of the Holders of a majority in aggregate principal amount of the Outstanding Securities Series A 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; and
(iv) 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 CSK Group, Ltd. Series A Indenture 39 reasonable grounds ground for believing that the repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.015.01.
Appears in 1 contract
Samples: Indenture (CSK Auto Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and. 47
(iib) In the absence of wilful misconduct 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 any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) 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 wilful misconduct, except that:
(i) this paragraph (c) subsection shall not be construed to limit the effect of paragraph subsection (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, in good faith made by it or any of its officers, employees or agentsa Responsible 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 of a majority in principal amount of the Outstanding Securities 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; and
(iv) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01.Section. 48
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, 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, 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 (Indenture, but need not confirm or investigate to verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In in case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) 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 wilful misconduct, except that
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible 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 of a majority in principal amount of the Outstanding Securities 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; and;
(iv) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.; and
(dv) Whether 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 be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Samples: Indenture (Noble International LTD)
Certain Duties and Responsibilities. (a) Except during the continuance of an Indenture Event of DefaultDefault known to the Indenture Trustee,
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and
(ii) in the absence of bad faith on its part, the Indenture 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 Indenture Trustee and conforming to the requirements of this Indenture; but, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture 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 any mathematical calculations or other facts stated therein)Indenture.
(b) In case an Indenture Event of Default has occurred and is continuing to the actual knowledge of which a Responsible Officer of the Trustee has actual knowledgeIndenture Trustee, the Indenture 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 such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except thatfor
(i) this paragraph (c) subsection shall not be construed to limit the effect of paragraph subsection (a) of this Section 6.01Section;
(ii) the Indenture Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;
(iii) the Indenture 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 a majority Noteholders in principal amount of the Outstanding Securities accordance with Section 6.12 relating to the time, method method, and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture; and
(iv) no provision of this Indenture shall require the Indenture 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 Indenture Trustee (solely in its role as Indenture Trustee and not in its role as substitute Servicer) shall be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Samples: Indenture (Chevy Chase Bank FSB)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Security Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesGuarantee, and no implied covenants or obligations shall be read into this Indenture Guarantee against the Security Trustee; .
(b) The Security Trustee, in exercising its powers and discharging its duties prescribed or conferred by this Guarantee, shall
(i) act honestly and in good faith with a view to the best interests of the Holders of the Series 6 Shares, and
(ii) exercise that degree of care, diligence and skill a reasonably prudent trustee, appointed in respect of a guarantee indenture would exercise in comparable circumstances.
(c) In the Trustee absence of bad faith on its part, the Security Trustee, in the exercise of its rights and duties hereunder, may conclusively act and rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions other evidence furnished to the Security Trustee and conforming to the requirements of this Indenture; but, in the case Guarantee. The Security Trustee shall not be liable for or by reason of any such certificates statements of fact or opinions which by any provision hereof are specifically recitals in this Guarantee or be required to verify the same, but all such statements or recitals are and shall be furnished deemed to be made by the Trustee, the Guarantors (or by their agents). The Security Trustee shall not in any way be under a duty to examine responsible for the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy consequence of any mathematical calculations breach on the part of a Guarantor (or other facts stated therein)by its agents) of any of the Guarantor’s covenants herein.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(cd) No provision of this Indenture Guarantee shall be construed to relieve the Security Trustee from the duties imposed on it in Section 5.1(b) or from liability for its own grossly negligent action, its own grossly negligent failure to act gross negligence or its own willful wilful misconduct, except that:
(i) this paragraph (cSection 5.1(d) shall not be construed to limit the effect of paragraph Section 5.1(a) and (a) of this Section 6.01b);
(ii) the Security Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Security 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 an appropriate direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 4.10 relating to the time, method and place of conducting any proceeding for any remedy available to the Security Trustee, or exercising any trust or power conferred upon the Security Trustee, under this IndentureGuarantee; and
(iv) no provision of this Indenture Guarantee shall require the Security Trustee to expend or risk its own funds or otherwise incur any personal 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 in its sole discretion against such risk or liability is not reasonably assured to itpowers except as herein expressly provided.
(de) Whether or not therein herein expressly so provided, every provision of this Indenture Guarantee relating to the conduct or affecting the liability of or affording protection to the Security Trustee shall be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Samples: Guarantee Indenture (Brookfield Renewable Energy Partners L.P.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Security Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesGuarantee, and no implied covenants or obligations shall be read into this Indenture Guarantee against the Security Trustee; .
(b) The Security Trustee, in exercising its powers and discharging its duties prescribed or conferred by this Guarantee, shall
(i) act honestly and in good faith with a view to the best interests of the Holders of the Series 12 Preferred LP Units, and
(ii) exercise that degree of care, diligence and skill a reasonably prudent trustee, appointed in respect of a guarantee indenture would exercise in comparable circumstances.
(c) In the Trustee absence of bad faith on its part, the Security Trustee, in the exercise of its rights and duties hereunder, may conclusively act and rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions other evidence furnished to the Security Trustee and conforming to the requirements of this Indenture; but, in the case Guarantee. The Security Trustee shall not be liable for or by reason of any such certificates statements of fact or opinions which by any provision hereof are specifically recitals in this Guarantee or be required to verify the same, but all such statements or recitals are and shall be furnished deemed to be made by the Trustee, the Guarantors (or by their agents). The Security Trustee shall not in any way be under a duty to examine responsible for the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy consequence of any mathematical calculations breach on the part of a Guarantor (or other facts stated therein)by its agents) of any of the Guarantor’s covenants herein.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(cd) No provision of this Indenture Guarantee shall be construed to relieve the Security Trustee from the duties imposed on it in Section 5.1(b) or from liability for its own grossly negligent action, its own grossly negligent failure to act gross negligence or its own willful wilful misconduct, except that:
(i) this paragraph (cSection 5.1(d) shall not be construed to limit the effect of paragraph Section 5.1(a) and (a) of this Section 6.01b);
(ii) the Security Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Security 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 an appropriate direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 4.10 relating to the time, method and place of conducting any proceeding for any remedy available to the Security Trustee, or exercising any trust or power conferred upon the Security Trustee, under this IndentureGuarantee; and
(iv) no provision of this Indenture Guarantee shall require the Security Trustee to expend or risk its own funds or otherwise incur any personal 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 in its sole discretion against such risk or liability is not reasonably assured to itpowers except as herein expressly provided.
(de) Whether or not therein herein expressly so provided, every provision of this Indenture Guarantee relating to the conduct or affecting the liability of or affording protection to the Security Trustee shall be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Samples: Guarantee Indenture (Brookfield Renewable Partners L.P.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(i) the Trustee undertakes to perform perform, with respect to the Securities, such duties and only such duties as are specifically and expressly set forth in this Indenture Agreement and the Trustee shall not be liable except for the performance of such dutiesPledge Agreement, and no implied covenants or obligations shall be read into this Indenture Agreement or the Pledge Agreement against the TrusteePurchase Contract Agent; and
(ii) in the Trustee may absence of bad faith or gross negligence on its part, may, with respect to the Securities, 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 Purchase Contract Agent and conforming to the requirements of this Indenture; butAgreement or the Pledge Agreement, as applicable, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture Agreement or the Pledge Agreement, as applicable (but need not confirm or investigate the accuracy of any the mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement or the Pledge Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (c) Subsection shall not be construed to limit the effect of paragraph Subsection (a) of this Section 6.01Section;
(ii) the Trustee Purchase Contract Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee Purchase Contract Agent 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 direction of the Holders of a majority in principal amount of the Outstanding Securities 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; and
(iviii) no provision of this Indenture Agreement or the Pledge Agreement shall require the Trustee Purchase Contract Agent 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 in its sole discretion against such risk or liability the Purchase Contract Agent is not reasonably assured provided to it.
(div) the Purchase Contract Agent 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 a majority in liquidation amount or principal amount, as the case may be, of the Outstanding Securities.
(c) Whether or not therein expressly so provided, every provision of this Indenture Agreement and the Pledge Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 6.01Section.
(d) The Purchase Contract Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Purchase Contract Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, but in the case of any such certificates or opinions which 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 verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, the Trustee shall will 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, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) 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
that (i) this paragraph (c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01;
7.1(a); (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, in good faith by it or any of its officers, employees or agentsa Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
; and (iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; andSection 6.5.
(ivd) no 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, 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 adequate indemnity (satisfactory to it the Trustee in its sole discretion and absolute discretion) against such risk or liability is not reasonably assured to it.
(de) 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 be subject to the provisions of this Section 6.017.1 and Section 7.3.
Appears in 1 contract
Samples: Indenture (Lannett Co Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
, (i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
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, 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 (Indenture, but need not confirm or investigate to verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) 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
that (i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
Section; (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible 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 of a majority in principal amount of the Outstanding Securities 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; and
and (iv) 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01Section.
(e) The Trustee may refuse to perform any duty or exercise any right or power under this Indenture unless it receives indemnity satisfactory to it against any loss, liability or expense.
(f) If the Trustee becomes one of the Company's creditors, it may become subject to limitations in the indenture on its rights to obtain payment of claims or to realize on some property received for any such claim, as security or otherwise. The Trustee is permitted to engage in other transactions with us. If, however, it acquires any conflicting interest, it must eliminate that conflict or resign as Trustee under this Indenture.
Appears in 1 contract
Samples: Indenture (Conseco Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Security Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesGuarantee, and no implied covenants or obligations shall be read into this Indenture Guarantee against the Security Trustee; .
(b) The Security Trustee, in exercising its powers and discharging its duties prescribed or conferred by this Guarantee, shall
(i) act honestly and in good faith with a view to the best interests of the Holders of the Series 9 Preferred LP Units, and
(ii) exercise that degree of care, diligence and skill a reasonably prudent trustee, appointed in respect of a guarantee indenture would exercise in comparable circumstances.
(c) In the Trustee absence of bad faith on its part, the Security Trustee, in the exercise of its rights and duties hereunder, may conclusively act and rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions other evidence furnished to the Security Trustee and conforming to the requirements of this Indenture; but, in the case Guarantee. The Security Trustee shall not be liable for or by reason of any such certificates statements of fact or opinions which by any provision hereof are specifically recitals in this Guarantee or be required to verify the same, but all such statements or recitals are and shall be furnished deemed to be made by the Trustee, the Guarantors (or by their agents). The Security Trustee shall not in any way be under a duty to examine responsible for the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy consequence of any mathematical calculations breach on the part of a Guarantor (or other facts stated therein)by its agents) of any of the Guarantor’s covenants herein.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(cd) No provision of this Indenture Guarantee shall be construed to relieve the Security Trustee from the duties imposed on it in Section 5.1(b) or from liability for its own grossly negligent action, its own grossly negligent failure to act gross negligence or its own willful wilful misconduct, except that:
(i) this paragraph (cSection 5.1(d) shall not be construed to limit the effect of paragraph Section 5.1(a) and (a) of this Section 6.01b);
(ii) the Security Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Security 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 an appropriate direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 4.10 relating to the time, method and place of conducting any proceeding for any remedy available to the Security Trustee, or exercising any trust or power conferred upon the Security Trustee, under this IndentureGuarantee; and
(iv) no provision of this Indenture Guarantee shall require the Security Trustee to expend or risk its own funds or otherwise incur any personal 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 in its sole discretion against such risk or liability is not reasonably assured to itpowers except as herein expressly provided.
(de) Whether or not therein herein expressly so provided, every provision of this Indenture Guarantee relating to the conduct or affecting the liability of or affording protection to the Security Trustee shall be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Samples: Guarantee Indenture (Brookfield Renewable Partners L.P.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Security Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesGuarantee, and no implied covenants or obligations shall be read into this Indenture Guarantee against the Security Trustee; .
(b) The Security Trustee, in exercising its powers and discharging its duties prescribed or conferred by this Guarantee, shall
(i) act honestly and in good faith with a view to the best interests of the Holders of the Series 16 Preferred LP Units, and
(ii) exercise that degree of care, diligence and skill a reasonably prudent trustee, appointed in respect of a guarantee indenture would exercise in comparable circumstances.
(c) In the Trustee absence of bad faith on its part, the Security Trustee, in the exercise of its rights and duties hereunder, may conclusively act and rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions other evidence furnished to the Security Trustee and conforming to the requirements of this Indenture; but, in the case Guarantee. The Security Trustee shall not be liable for or by reason of any such certificates statements of fact or opinions which by any provision hereof are specifically recitals in this Guarantee or be required to verify the same, but all such statements or recitals are and shall be furnished deemed to be made by the Trustee, the Guarantors (or by their agents). The Security Trustee shall not in any way be under a duty to examine responsible for the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy consequence of any mathematical calculations breach on the part of a Guarantor (or other facts stated therein)by its agents) of any of the Guarantor’s covenants herein.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(cd) No provision of this Indenture Guarantee shall be construed to relieve the Security Trustee from the duties imposed on it in Section 5.1(b) or from liability for its own grossly negligent action, its own grossly negligent failure to act gross negligence or its own willful wilful misconduct, except that:
(i) this paragraph (cSection 5.1(d) shall not be construed to limit the effect of paragraph Section 5.1(a) and (a) of this Section 6.01b);
(ii) the Security Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Security 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 an appropriate direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 4.10 relating to the time, method and place of conducting any proceeding for any remedy available to the Security Trustee, or exercising any trust or power conferred upon the Security Trustee, under this IndentureGuarantee; and
(iv) no provision of this Indenture Guarantee shall require the Security Trustee to expend or risk its own funds or otherwise incur any personal 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 in its sole discretion against such risk or liability is not reasonably assured to itpowers except as herein expressly provided.
(de) Whether or not therein herein expressly so provided, every provision of this Indenture Guarantee relating to the conduct or affecting the liability of or affording protection to the Security Trustee shall be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Samples: Guarantee Indenture (Brookfield Renewable Partners L.P.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) in the absence of gross negligence or willful misconduct on its part (as determined in a final non-appealable decision by a court of competent jurisdiction), as determined in a final non-appealable decision by a court of competent jurisdiction, 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, but in the case of any such certificates or opinions which 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 contents thereof or confirm or investigate the accuracy of any mathematical calculations or other facts facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) 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, as determined in a final non-appealable decision by a court of competent jurisdiction, except that
that (i) this paragraph (cSection 701(c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01;
701(a); (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
facts (as determined in a final non-appealable decision by a court of competent jurisdiction); and (iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; andSection 612.
(ivd) no 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, 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(de) The Trustee will have no obligation to calculate or verify the calculation of the accrued and unpaid interest or any premium payable on the Notes or the amount of any redemption price payable on the Notes.
(f) 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 be subject to the provisions of this Section 6.01701 and Section 703.
(g) 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 Note Registrar with respect to the Notes.
(h) If any party fails to deliver a notice relating to an event the fact of which, pursuant this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred.
(i) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
Appears in 1 contract
Samples: Indenture (Xerox Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, 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 to this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture.
(b) In case an Event of Default has occurred and is continuing of which actually known to a Responsible Officer of the Trustee has actual knowledgeoccurred 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 such person’s 's own affairs.
(c) 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 wilful misconduct, except that
(i1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01Section;
(ii2) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(iii3) 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 a majority in principal amount of the Outstanding Securities (or such lesser amount as shall have acted at a meeting pursuant to the provisions of this Indenture) 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; and
(iv4) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Security Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesGuarantee, and no implied covenants or obligations shall be read into this Indenture Guarantee against the Security Trustee; .
(b) The Security Trustee, in exercising its powers and discharging its duties prescribed or conferred by this Guarantee, shall
(i) act honestly and in good faith with a view to the best interests of the Holders of the Series 5 Preferred LP Units, and
(ii) exercise that degree of care, diligence and skill a reasonably prudent trustee, appointed in respect of a guarantee indenture would exercise in comparable circumstances.
(c) In the Trustee absence of bad faith on its part, the Security Trustee, in the exercise of its rights and duties hereunder, may conclusively act and rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions other evidence furnished to the Security Trustee and conforming to the requirements of this Indenture; but, in the case Guarantee. The Security Trustee shall not be liable for or by reason of any such certificates statements of fact or opinions which by any provision hereof are specifically recitals in this Guarantee or be required to verify the same, but all such statements or recitals are and shall be furnished deemed to be made by the Trustee, the Guarantors (or by their agents). The Security Trustee shall not in any way be under a duty to examine responsible for the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy consequence of any mathematical calculations breach on the part of a Guarantor (or other facts stated therein)by its agents) of any of the Guarantor’s covenants herein.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(cd) No provision of this Indenture Guarantee shall be construed to relieve the Security Trustee from the duties imposed on it in Section 5.1(b) or from liability for its own grossly negligent action, its own grossly negligent failure to act gross negligence or its own willful wilful misconduct, except that:
(i) this paragraph (cSection 5.1(d) shall not be construed to limit the effect of paragraph Section 5.1(a) and (a) of this Section 6.01b);
(ii) the Security Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Security 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 an appropriate direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 4.10 relating to the time, method and place of conducting any proceeding for any remedy available to the Security Trustee, or exercising any trust or power conferred upon the Security Trustee, under this IndentureGuarantee; and
(iv) no provision of this Indenture Guarantee shall require the Security Trustee to expend or risk its own funds or otherwise incur any personal 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 in its sole discretion against such risk or liability is not reasonably assured to itpowers except as herein expressly provided.
(de) Whether or not therein herein expressly so provided, every provision of this Indenture Guarantee relating to the conduct or affecting the liability of or affording protection to the Security Trustee shall be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Samples: Guarantee Indenture (Brookfield Renewable Energy Partners L.P.)
Certain Duties and Responsibilities. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default,:
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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 certificates, opinions or opinions orders furnished to the Trustee and conforming to the requirements of this Indenture; butIndenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same such certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(i1) this paragraph (c) shall does not be construed to limit the effect of paragraph clause (ab) of this Section 6.01601;
(ii2) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agents, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent factsa Responsible Officer;
(iii3) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction received by it pursuant to Section 512 of the Holders of a majority in principal amount of the Outstanding Securities 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; and
(iv4) no provision of this Indenture or the Notes 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, hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every . Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this Section 6.01601 of this Indenture. The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and or the Trustee shall not be liable except for the performance of such dutiesTIA, 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; butprovided, however, that 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 certificates or opinions to determine whether or not not, on their face, they conform to the requirements of this Indenture (but need not investigate or confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which actually known to a Responsible Officer of the Trustee has actual knowledgeoccurred 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 such person’s person`s own affairs.
(c) 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) this This paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.015.01;
(ii) the The Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(iii) the 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 a direction received by it of the Holders of a majority in principal amount of the Outstanding Securities (or such lesser amount as shall have acted at a meeting pursuant to the provisions of this Indenture) 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; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(d) Whether or not therein herein expressly so 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 6.015.01.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability, cost or expense (including, without limitation, reasonable fees and expenses of counsel).
(f) The Trustee shall not be obligated to pay interest on any money or other assets received by it unless otherwise agreed in writing with the Company. Assets held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h) The Trustee shall not be deemed to have notice or actual knowledge of any Event of Default or an event requiring the payment of Liquidated Damages unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact a Default is received by the Trustee pursuant to Section 14.02 hereof, and such notice references the Securities and this Indenture.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Paying Agent, authenticating agent, Conversion Agent or Registrar acting hereunder.
Appears in 1 contract
Samples: Senior Indenture (M-Systems Flash Disk Pioneers LTD)
Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act with respect to an indenture trustee and shall be subject to the protections, exculpations and limitations on liability afforded to an indenture trustee as provided by the Trust Indenture Act. Except during the continuance of an Event of Default,
Default of which a Responsible Officer of the Trustee has actual knowledge, (i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
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, 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 any mathematical calculations or other facts facts, statements, opinions or conclusions stated therein).
(b) . In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgeknowledge has occurred (which has not been cured or waived), 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 such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve . Notwithstanding the Trustee from liability for its own grossly negligent actionforegoing, its own grossly negligent failure to act or its own willful misconduct, except that
(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or any of its officers, employees or agents, 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 a majority in principal amount of the Outstanding Securities 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; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(d) . 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 be subject to the provisions of this Section 6.0112.01. 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) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (ii) 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 a majority in principal amount of the Outstanding Securities, determined as provided herein, 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; and (iii) this paragraph shall not be construed to limit the effect of the second and the last sentences or the immediately preceding paragraph.
Appears in 1 contract
Samples: Indenture (Wellpoint, Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Securities of any series,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of with respect to such dutiesseries, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, 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 any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred with respect to Securities of any series and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, the Trustee shall exercise such of the rights and powers vested in it by this IndentureIndenture with respect to such series of Securities, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, or willful misconduct or its own grossly negligent failure to act or its own willful misconductact, except that:
(i1) this paragraph (c) subsection shall not be construed to limit the effect of paragraph subsection (a) of this Section 6.01;
(ii2) the Trustee shall not be liable for any action taken, error or errors of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(iii3) 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 a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 5.12, 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 IndentureIndenture with respect to the Securities of such series; and
(iv4) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 1 contract
Samples: Indenture (Arch Capital Group Ltd.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Security Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesGuarantee, and no implied covenants or obligations shall be read into this Indenture Guarantee against the Security Trustee; .
(b) The Security Trustee, in exercising its powers and discharging its duties prescribed or conferred by this Guarantee, shall
(i) act honestly and in good faith with a view to the best interests of the Holders of the Series 3 Shares, and
(ii) exercise that degree of care, diligence and skill a reasonably prudent trustee, appointed in respect of a guarantee indenture would exercise in comparable circumstances.
(c) In the Trustee absence of bad faith on its part, the Security Trustee, in the exercise of its rights and duties hereunder, may conclusively act and rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions other evidence furnished to the Security Trustee and conforming to the requirements of this Indenture; but, in the case Guarantee. The Security Trustee shall not be liable for or by reason of any such certificates statements of fact or opinions which by any provision hereof are specifically recitals in this Guarantee or be required to verify the same, but all such statements or recitals are and shall be furnished deemed to be made by the Trustee, the Guarantors (or by their agents). The Security Trustee shall not in any way be under a duty to examine responsible for the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy consequence of any mathematical calculations breach on the part of a Guarantor (or other facts stated therein)by its agents) of any of the Guarantor’s covenants herein.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(cd) No provision of this Indenture Guarantee shall be construed to relieve the Security Trustee from the duties imposed on it in Section 5.1(b) or from liability for its own grossly negligent action, its own grossly negligent failure to act gross negligence or its own willful wilful misconduct, except that:
(i) this paragraph (cSection 5.1(d) shall not be construed to limit the effect of paragraph Section 5.1(a) and (a) of this Section 6.01b);
(ii) the Security Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Security 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 an appropriate direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 4.10 relating to the time, method and place of conducting any proceeding for any remedy available to the Security Trustee, or exercising any trust or power conferred upon the Security Trustee, under this IndentureGuarantee; and
(iv) no provision of this Indenture Guarantee shall require the Security Trustee to expend or risk its own funds or otherwise incur any personal 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 in its sole discretion against such risk or liability is not reasonably assured to itpowers except as herein expressly provided.
(de) Whether or not therein herein expressly so provided, every provision of this Indenture Guarantee relating to the conduct or affecting the liability of or affording protection to the Security Trustee shall be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Samples: Guarantee Indenture (Brookfield Renewable Energy Partners L.P.)
Certain Duties and Responsibilities. The Trustee, for itself and its successors, hereby accepts the trusts created by this Indenture upon the terms and conditions set forth herein, including the terms and conditions set forth in this Section 601.
(a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, 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, 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 any mathematical calculations or other facts stated therein)Indenture.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s 's own affairs.
(c) 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) this paragraph subsection (c) shall not be construed to limit the effect of paragraph subsection (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible 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 Requisite Holders of a majority in principal amount of the Outstanding Securities (or such lesser percentage as may be herein specified with respect thereto) relating to the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this IndentureIndenture and the Trustee shall act in accordance with the instructions of the Requisite Holders; and
(iv) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Samples: Senior Secured Note Indenture (SLM International Inc /De)
Certain Duties and Responsibilities. (a) Except during Each of the continuance of an Event of Default,
(i) the Purchase Contract Agent and Trustee undertakes to perform perform, with respect to the Units and Purchase Contracts, such duties and only such duties as are specifically delegated to it and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) 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 any mathematical calculations or other facts stated therein)Agreement.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(i) the duties and obligations of the Purchase Contract Agent with respect to the Purchase Contracts shall be determined solely by the express provisions of this paragraph (c) Agreement, and the Purchase Contract Agent shall not be construed to limit liable except for the effect performance of paragraph (a) of such duties and obligations as are specifically set forth in this Section 6.01Agreement, and no implied covenants or obligations shall be read into this Agreement against the Purchase Contract Agent or the Trustee;
(ii) in the Trustee absence of bad faith on the part of the Purchase Contract Agent and/or the Trustee, as applicable, the Purchase Contract Agent and/or the Trustee, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Purchase Contract Agent and/or the Trustee, as applicable, and conforming to the requirements of this Agreement; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent and/or the Trustee, the Purchase Contract Agent and/or the Trustee, as applicable, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement;
(iii) the Purchase Contract Agent and/or the Trustee, as applicable, shall not be liable for any action taken, or errors error of judgment made, made in good faith by it a Responsible Officer or any Responsible Officers of its officersthe Purchase Contract Agent and/or the Trustee, employees or agentsas applicable, unless it shall be proved that the Trustee Purchase Contract Agent was negligent in ascertaining the pertinent facts;; and
(iiiiv) the Trustee Purchase Contract Agent and/or the Trustee, as applicable, 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 a majority in principal amount of the Outstanding Securities pursuant to Section 7.08 relating to the time, method and place of conducting any proceeding for any remedy available to the Purchase Contract Agent and/or the Trustee, as applicable, or exercising any trust right or power conferred upon the Purchase Contract Agent and/or the Trustee, as applicable, under this Indenture; andAgreement.
(ivc) no provision This Agreement shall not be deemed to create a fiduciary relationship under state or federal law between Deutsche Bank Trust Company Americas, in its capacity as the Purchase Contract Agent, and any Holder of any Equity-Linked Security or between Deutsche Bank Trust Company Americas, in its capacity as Trustee under the Indenture, and any Holder of any Purchase Contract (whether separated or as part of a Unit). Nothing herein shall be deemed to govern or affect the Trustee’s rights, duties, responsibilities, benefits, protections, indemnities or immunities with respect to the Notes, which shall be governed by the Indenture. None of the provisions contained in this Indenture Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds ground for believing that the repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so providedNotwithstanding the foregoing, every provision in the performance of this Indenture relating to the conduct or affecting the liability any of or affording protection to its obligations hereunder, the Trustee shall be subject have all of the rights, benefits, protections, indemnities, and immunities afforded to it under the provisions of this Section 6.01Indenture.
Appears in 1 contract
Samples: Purchase Contract Agreement (Elanco Animal Health Inc)
Certain Duties and Responsibilities. (a) Except during With respect to the continuance Holders, the Rights Agent, prior to the occurrence of an Event a Breach with respect to the CVRs and after the curing or waiving of Default,
(i) the Trustee all Breaches which may have occurred, undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, CVR Agreement and no implied covenants or obligations shall be read into this Indenture CVR Agreement against the Trustee; andRights Agent. In case a Breach has occurred (which has not been cured or waived), the Rights Agent shall exercise such of the rights and powers vested in it by this CVR Agreement, and use the same degree of care and skill in their exercise, as a reasonably prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(iib) In the Trustee absence of gross negligence, bad faith or willful misconduct on its part, prior to the occurrence of a Breach and after the curing or waiving of all such Breaches which may have occurred, the Rights Agent 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 Rights Agent which conform to the requirements of this IndentureCVR Agreement; but, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteeRights Agent, the Trustee Rights Agent 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 any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairsCVR Agreement.
(c) No provision of this Indenture CVR Agreement shall be construed to relieve the Trustee Rights Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that
that (i) this paragraph Subsection (c) shall not be construed to limit the effect of paragraph Subsections (a) and (b) of this Section 6.01;
4.1; (ii) the Trustee Rights Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee Rights Agent was negligent in ascertaining the pertinent facts;
; and (iii) the Trustee Rights Agent 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 a majority in principal amount of the Outstanding Securities pursuant to Section 8.9 relating to the time, method and place of conducting any proceeding for any remedy available to the TrusteeRights Agent, or exercising any trust or power conferred upon the TrusteeRights Agent, under this Indenture; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to itCVR Agreement.
(d) Whether or not therein expressly so provided, every provision of this Indenture CVR Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Rights Agent shall be subject to the provisions of this Section 6.014.1.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Sirius International Insurance Group, Ltd.)
Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and this Indenture. Notwithstanding the foregoing, 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 adequate indemnity against such risk or liability is not reasonably assured to it. 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 be subject to the provisions of this Section 6.01.
(b) Except during the continuance of an Event of Default,:
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, 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 any mathematical calculations or other facts stated therein).
(bc) In case If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s their own affairs.
(cd) 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:
(i1) this paragraph (cSection 6.01(d) shall not be construed to limit the effect of paragraph (a) of this Section 6.016.01(b);
(ii2) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(iii3) 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 aggregate principal amount of the Outstanding Securities of any series, determined as provided in Section 1.04 and Section 5.12, 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; and
(iv) no provision of this Indenture shall require with respect to 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 Securities of such funds or indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to itseries.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the The Security Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesGuarantee, and no implied covenants or obligations shall be read into this Indenture Guarantee against the Security Trustee; .
(b) The Security Trustee, in exercising its powers and discharging its duties prescribed or conferred by this Guarantee, shall
(i) act honestly and in good faith with a view to the best interests of the Holders of the Series 8 Preferred LP Units, and
(ii) exercise that degree of care, diligence and skill a reasonably prudent trustee, appointed in respect of a guarantee indenture would exercise in comparable circumstances.
(c) In the Trustee absence of bad faith on its part, the Security Trustee, in the exercise of its rights and duties hereunder, may conclusively act and rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions other evidence furnished to the Security Trustee and conforming to the requirements of this Indenture; but, in the case Guarantee. The Security Trustee shall not be liable for or by reason of any such certificates statements of fact or opinions which by any provision hereof are specifically recitals in this Guarantee or be required to verify the same, but all such statements or recitals are and shall be furnished deemed to be made by the Trustee, the Guarantors (or by their agents). The Security Trustee shall not in any way be under a duty to examine responsible for the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy consequence of any mathematical calculations breach on the part of a Guarantor (or other facts stated therein)by its agents) of any of the Guarantor’s covenants herein.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(cd) No provision of this Indenture Guarantee shall be construed to relieve the Security Trustee from the duties imposed on it in Section 5.1(b) or from liability for its own grossly negligent action, its own grossly negligent failure to act gross negligence or its own willful wilful misconduct, except that:
(i) this paragraph (cSection 5.1(d) shall not be construed to limit the effect of paragraph Section 5.1(a) and (a) of this Section 6.01b);
(ii) the Security Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Security 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 an appropriate direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 4.10 relating to the time, method and place of conducting any proceeding for any remedy available to the Security Trustee, or exercising any trust or power conferred upon the Security Trustee, under this IndentureGuarantee; and
(iv) no provision of this Indenture Guarantee shall require the Security Trustee to expend or risk its own funds or otherwise incur any personal 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 in its sole discretion against such risk or liability is not reasonably assured to itpowers except as herein expressly provided.
(de) Whether or not therein herein expressly so provided, every provision of this Indenture Guarantee relating to the conduct or affecting the liability of or affording protection to the Security Trustee shall be subject to the provisions of this Section 6.01Section.
Appears in 1 contract
Samples: Guarantee Indenture (Brookfield Renewable Energy Partners L.P.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesNote Documents, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) in the absence of negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolution, statement, instrument, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, but in the case of any such certificates or opinions which 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 verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) 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
that (i) this paragraph (cSection 701(c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01;
701(a); (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Trust Officer, unless it shall be is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts;
; and (iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; andSection 612.
(ivd) no 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, 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(de) 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 be subject to the provisions of this Section 6.01701 and Section 703.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
Appears in 1 contract
Samples: Indenture (Tenneco Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
The Trustee (i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesAgreement, and no implied covenants or obligations shall be read into this Indenture Agreement against the Trustee; and
Trustee and (ii) in the Trustee absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished pursuant to the Trustee and conforming to the requirements of this IndentureAgreement; but, 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 any mathematical calculations or other facts stated therein)Agreement.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer Notwithstanding the appointment of the Master Servicer hereunder, the Trustee has actual knowledgeis hereby empowered to perform the duties of the Master Servicer hereunder whether following the failure of the Master Servicer to perform, pursuant to Section 8.20 hereof or otherwise. Specifically, and not in limitation of the foregoing, the Trustee shall exercise such have the power:
(i) to collect Mortgagor payments;
(ii) to foreclose on defaulted Mortgage Loans;
(iii) to enforce due-on-sale clauses and to enter into assumption and substitution agreements as permitted by Section 8.12 hereof;
(iv) to deliver instruments of satisfaction pursuant to Section 8.14;
(v) to make Delinquency Advances and Servicing Advances and to pay Compensating Interest, and
(vi) to enforce 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 such person’s own affairsMortgage Loans.
(c) No provision of this Indenture Agreement 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:
(i) this paragraph (c) subsection shall not be construed to limit the effect of paragraph subsection (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsan Authorized Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(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 Certificate Insurer or of the Owners of a majority in principal amount Percentage Interest of the Outstanding Securities Certificates of the affected Class or Classes and the Certificate Insurer 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; andAgreement relating to such Certificates.
(ivd) no Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
(e) No provision of this Agreement 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(df) Whether or The permissive right of the Trustee to take actions enumerated in this Agreement shall not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to be construed as a duty and the Trustee shall not be subject answerable for other than its own negligence or willful misconduct.
(g) The Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Agreement, or to take any steps in the provisions execution of this Section 6.01the trusts hereby created or in the enforcement of any rights and powers hereunder until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct, in connection with any action so taken. The Trustee shall receive from the Sponsor promptly upon demand therefor, reimbursement of expenses as are described in the fee quote letter, dated [__________, _____] and executed by the Sponsor.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Conduit Receivables Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, but in the case of any such certificates or opinions which 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 verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s own affairs.
(c) 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
that (i) this paragraph (c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01;
701(a); (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Trust Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;
; and (iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; andSection 612.
(ivd) no 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, hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(de) 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 be subject to the provisions of this Section 6.01701 and Section 703.
(f) The Trustee shall have no liability whatsoever for any acts or omissions of the Note Collateral Agent, including without limitation, in connection with the exercise of any remedies under this Indenture or the Notes.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee The Class A-1AR Note Agent undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesAgreement, and no implied covenants or obligations shall be read into this Indenture Agreement against the Trustee; andClass A-1AR Note Agent.
(iib) Upon receipt of certificates and other notices furnished to the Trustee may Class A-1AR Note Agent and conforming to the requirements of this Agreement, the Class A-1AR Note Agent may, in the absence of gross negligence, willful misconduct or bad faith on its part, conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein. Neither the Class A-1AR Note Agent nor any of its affiliates, upon certificates directors, officers, agents or opinions furnished employees shall be liable for any action taken or not taken by it in connection herewith (i) in the absence of its own gross negligence, willful misconduct or bad faith with the consent or at the request of the Holders representing at least a majority of the Class A-1AR Commitments (and to the Trustee and conforming extent required under the Transaction Documents, the Issuer or the Collateral Manager on behalf of the Issuer) or (ii) in the absence of its own gross negligence, willful misconduct or bad faith. Neither the Class A-1AR Note Agent nor any of its affiliates, directors, officers, agents or employees shall be responsible or have any duty to ascertain, inquire or verify: (i) any statement, warranty or representation made in connection with this Agreement, any of the requirements other Transaction Documents or any Class A-1AR Draw hereunder, (ii) the performance or observation of any of the covenants or agreements of the Issuer or (iii) the validity, effectiveness or genuineness of this Indenture; butAgreement, the Indenture or any instrument or writing furnished in the case of connection herewith. The Class A-1AR Note Agent shall not incur any such certificates liability by acting in reliance upon any notice, consent, certificate, statement or opinions other writing (which may be a bank wire, facsimile, electronic messaging or similar writing) reasonably believed by any provision hereof are specifically required it to be furnished to genuine or signed by the Trustee, the Trustee shall be under a duty to examine the same to determine whether proper party or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairsparties.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee Class A-1AR Note Agent from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (c) subsection shall not be construed to limit the effect of paragraph subsections (a) and (b) of this Section 6.015.02;
(ii) the Trustee Class A-1AR Note Agent shall not be liable for any action taken, or errors error of judgment made, made in good faith by it an officer, director, agent or any of its officers, employees or agents, employee unless it shall be proved proven that the Trustee Class A-1AR Note Agent 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 direction of the Holders of a majority in principal amount of the Outstanding Securities 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; and
(iviii) no provision of this Indenture Agreement shall require the Trustee Class A-1AR Note Agent 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 powerspowers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it, unless such risk or liability relates to performance of its ordinary services under this Agreement.
(d) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Class A-1AR Note Agent shall be subject to the provisions of this Section 6.015.
Appears in 1 contract
Samples: Class a 1ar Note Purchase Agreement (Arbor Realty Trust Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of a Default or an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture Indenture, and the Trustee shall should not be liable except for the performance of such duties, duties as specifically set forth in the Indenture and no others; and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) in the absence of bad faith or willful misconduct 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, but in the case of any such certificates or opinions which by any provision hereof are specifically required hereunder 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 to verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case a Default or an Event of Default has occurred and is continuing of which a Responsible Trust Officer of the Trustee has actual knowledgeknowledge or of which written notice of such Default or Event of Default shall have been given to the Trustee by the Company, any other obligor of the Securities or by any Holder, 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 man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) 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) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Trust Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(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 a majority in aggregate principal amount of the Outstanding Securities 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; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01and to the TIA.
Appears in 1 contract
Samples: Indenture (Colortyme Inc)
Certain Duties and Responsibilities. (a1) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 individual would exercise or use under the circumstances in the conduct of his or her own affairs.
(2) Except during the continuance of an Event of Default,:
(iA) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesno others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and.
(iiB) the IThe Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officers’ Certificates or opinions Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; buthowever, in the case of any such certificates Officers’ Certificates or opinions Opinions of Counsel which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same such Officers’ Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b3) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the The Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture shall may not be construed to relieve the Trustee relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(iA) this This paragraph (c) shall does not be construed to limit the effect of paragraph clause (a2) of this Section 6.01;6.1.
(iiB) the The Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;.
(iiiC) the The Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it with respect to Securities of any series in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of such series 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; andIndenture with respect to the Securities of such series.
(iv4) no Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (1), (2) and (3) of this Section 6.1.
(5) The Trustee may refuse to perform any duty or to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of Holder or Holders pursuant to this Indenture, unless such Holder or Holders shall have offered and, if requested, provided to the Trustee security or indemnity satisfactory to the Trustee in its sole and absolute discretion against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(6) 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 hereunderduties, 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d7) Whether or not therein expressly so provided, every provision The permissive rights of the Trustee to do things enumerated in this Indenture relating shall not be construed as a duty.
(8) In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(9) The Paying Agent, the Security Registrar and any Authenticating Agent shall be entitled to the conduct or affecting the liability of or affording protection to protections, rights and immunities as the Trustee shall be subject is entitled to the provisions of under this Section 6.01Article 6.
Appears in 1 contract
Samples: Indenture (FNB Corp/Pa/)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,Default known to the Trustee as provided in subsection (e) below:
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) in the absence of bad faith or negligence on its part, the Trustee may conclusively rely, 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, but in the case of any such certificates or opinions 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 and to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture.
(b) In case an Event of Default known to the Trustee as provided in subsection (e) below has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, the Trustee shall may, and at the direction of the Controlling Party shall, exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) 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 misconductmisconduct or bad faith, except that:
(i) this paragraph subsection (c) shall not be construed to limit the effect of paragraph subsection (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any a Responsible Officer of its officers, employees or agentsthe 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 Controlling Party (or if the Note Insurer is not the Controlling Party, in accordance with the direction of a majority in principal amount Noteholders representing such percentage of the Outstanding Securities Notes as may be required by the terms hereof) in accordance with Section 6.14 hereof relating to the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture, the Acquisition Agreement or the Servicing Agreement; and
(iv) 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 powerspowers which include discretionary judgments to be made by the Trustee, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity satisfactory to it in its sole discretion the Trustee against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.017.01.
(e) For all purposes under this Indenture, the Trustee shall not be deemed to have notice of any Event of Default described in Section 6.01(d) or 6.01(e) hereof or any Default described in Section 6.01(c) hereof or of any Servicer Event of Default or Trigger Event unless a Responsible Officer assigned to and working in the Trustee's corporate trust department has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default, Default, Servicer Event of Default or Trigger Event is received by the Trustee at the Corporate Trust Office, and such notice references any of the Notes generally, the Issuer, the Collateral or this Indenture.
(f) The Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder until it shall be indemnified to its reasonable satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability that is adjudicated, in connection with any action so taken.
(g) Notwithstanding any extinguishment of all right, title and interest of the Issuer in and to the Collateral following an Event of Default and a consequent declaration of acceleration of the maturity of any of the Notes, whether such extinguishment occurs through a sale of the Collateral to another Person or the acquisition of the Collateral by the Trustee, the rights of the Noteholders shall continue to be governed by the terms of this Indenture.
(h) Notwithstanding anything to the contrary contained herein, the provisions of subsections (e) through (g), inclusive, of this Section 7.01 shall be subject to the provisions of subsections (a) through (c), inclusive, of this Section 7.01.
(i) The Trustee shall provide the reports and accountings as required pursuant to Section 12.07 hereof.
(j) The Trustee shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust, solely for the use and benefit of the Noteholders.
Appears in 1 contract
Samples: Indenture (Financial Pacific Co)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) 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 any mathematical calculations or other facts stated therein).
(b) In case If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s 's own affairs.
(b) Except during the continuance of an Event of Default:
(i) The Trustee need perform only those duties that are specifically set forth in this Indenture or the Trust Indenture Act and no others; and
(ii) in the absence of gross negligence, willful misconduct or 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. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but the Trustee need not verify the contents thereof.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (cSection 601(c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01601(b);
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; andSection 512.
(iv) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions of this Section 6.01the Trust Indenture Act and Sections 601(a), 601(b), 601(c) and 601(e).
Appears in 1 contract
Samples: Indenture (Iat Multimedia Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, 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, 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 shall not confirm or investigate be required to verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 such person’s 's own affairs.
(c) No provision of this Indenture shall be construed Notwithstanding anything to relieve the contrary herein contained, the Trustee may not be relieved from liability for its own grossly negligent gross negligence action, its own grossly negligent gross negligence failure to act act, or its own willful misconduct, except that:
(i) this paragraph clause (c) shall does not be construed to limit the effect of paragraph clause (a) of this Section 6.01613;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any an officer of its officers, employees or agentsthe Trustee, unless it shall be proved is proven that the Trustee was negligent in ascertaining the pertinent facts;; and
(iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant to the timeSection 502, method and place of conducting any proceeding for any remedy available to the Trustee, 504 or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01.505. ARTICLE SEVEN
Appears in 1 contract
Samples: Indenture (Pioneer Companies Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default or Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, 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 an Officers' Certificate or Opinion of Counsel or any other certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, but in the case of any Officers' Certificate or Opinion of Counsel or any other such certificates or opinions which by any provision provisions 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 any mathematical calculations or other facts stated therein)Indenture.
(b) In case an Event of a Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, the Trustee shall shall, with respect to the Debt Securities, 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 such person’s his or her own affairs.
(c) 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) this paragraph (c) clause shall not be construed to limit the effect of paragraph clause (a) of this Section 6.01above;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible 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 taken, suffered or omitted to be taken by it it, with respect to the Debt Securities, in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Debt Securities 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 IndentureIndenture with respect to the Debt Securities; and
(iv) no provision of this Indenture shall require the Trustee shall not be required 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01and Section 6.02.
Appears in 1 contract
Samples: Indenture (Bankatlantic Bancorp Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) in the absence of gross negligence or willful misconduct 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, but in the case of any such certificates or opinions which 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 verify the accuracy of any mathematical calculations or other facts stated therein)contents thereof.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) 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
that (i) this paragraph (cSection 701(c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01;
701(a); (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
; and (iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; andSection 612.
(ivd) no 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, 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(de) 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 be subject to the provisions of this Section 6.01701 and Section 703.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
The Trustee (i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesAgreement, and no implied covenants or obligations shall be read into this Indenture Agreement against the Trustee; and
Trustee and (ii) in the Trustee absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished pursuant to the Trustee and conforming to the requirements of this IndentureAgreement; but, 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 any mathematical calculations or other facts stated therein)Agreement.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer Notwithstanding the appointment of the Master Servicer hereunder, the Trustee has actual knowledgeis hereby empowered to perform the duties of the Master Servicer hereunder whether following the failure of the Master Servicer to perform, pursuant to Section 8.20 hereof or otherwise. Specifically, and not in limitation of the foregoing, the Trustee shall exercise such have the power:
(i) to collect Mortgagor payments;
(ii) to foreclose on defaulted Mortgage Loans;
(iii) to enforce due-on-sale clauses and to enter into assumption and substitution agreements as permitted by Section 8.12 hereof;
(iv) to deliver instruments of satisfaction pursuant to Section 8.14;
(v) to make Delinquency Advances and Servicing Advances and to pay Compensating Interest, and
(vi) to enforce 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 such person’s own affairsMortgage Loans.
(c) No provision of this Indenture Agreement 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:
(i) this paragraph (c) subsection shall not be construed to limit the effect of paragraph subsection (a) of this Section 6.01Section;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsan Authorized Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(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 Certificate Insurer or of the Owners of a majority in principal amount Percentage Interest of the Outstanding Securities Certificates of the affected Class or Classes and the Certificate Insurer 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; andAgreement relating to such Certificates.
(ivd) no Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
(e) No provision of this Agreement 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(df) Whether or The permissive right of the Trustee to take actions enumerated in this Agreement shall not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to be construed as a duty and the Trustee shall not be subject answerable for other than its own negligence or willful misconduct.
(g) The Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Agreement, or to take any steps in the provisions execution of this Section 6.01the trusts hereby created or in the enforcement of any rights and powers hereunder until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct, in connection with any action so taken. The Trustee shall receive from the Sponsor promptly upon demand therefor, reimbursement of expenses as are described in the fee quote letter, dated September 23, 1996 and executed by the Sponsor.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1996-3)
Certain Duties and Responsibilities. (a) If an Indenture 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 its exercise, as a prudent Person would exercise or use under the circumstances in the conduct of its own affairs.
(b) Except during the continuance of an Indenture Event of Default,:
(i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesno others, 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. However, the Trustee shall be under a duty to examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(i) this paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section 6.01;Section; and
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be is 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 a majority in principal amount of the Outstanding Securities 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; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b), (c), (e) and (f) of this Section 6.01and Section 6.2.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or Incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Cccisg Capital Trust)
Certain Duties and Responsibilities. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise thereof, as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs.
(b) Except during the continuance of an Event of Default,:
(i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the TIA and the Trustee need perform such only those duties and only such duties as that are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesno others, and no implied covenants or obligations shall be read into this Indenture or the TIA against the Trustee; and
(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, without investigation, as to the truth of the statements and the correctness of the opinions expressed therein, upon the statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; butIndenture but need not verify the contents thereof. However, 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 certificates and opinions 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 any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i) this paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section 6.01;
(ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant to the time, method and place of conducting any proceeding for any remedy available to the Trustee, Section 5.02 or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(iv) 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 in its sole discretion against such risk or liability is not reasonably assured to itSection 5.11.
(d) 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 be subject to the provisions of this Section 6.01.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii2) 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, 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 or its counsel 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 any mathematical calculations or other facts stated therein)Indenture.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledgecontinuing, 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 Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly gross negligent action, its own grossly gross negligent failure to act act, or its own willful misconduct, except that
that (i) this paragraph (c) shall does not be construed to limit the effect of paragraph (a) of this Section 6.01;
; (ii) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it an officer of the Trustee or any upon advice of its officers, employees or agentscounsel, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
; and (iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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; andSection 5.12.
(ivd) no 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, hereunder or in to take or omit to take any action under this Indenture or take any action at the exercise request or direction of any of its rights or powers, Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it or it does not receive an indemnity satisfactory to it in its sole discretion against such risk risk, liability, loss, fee or liability is not reasonably assured to itexpense which might be incurred by it in compliance with such request or direction.
(de) 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 be subject to the provisions of this Section 6.01.
Appears in 1 contract
Samples: Indenture (Gsi Group Inc)
Certain Duties and Responsibilities. (a) Except during the continuance existence of an Event of Default,Default known to the Trustee as provided in subsection (e) below:
(i) the Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) in the absence of bad faith or negligence on its part, the Trustee may conclusively rely, 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, but in the case of any such certificates or opinions opinions, which by any provision hereof are specifically required to be furnished to the Trustee, such certificate or opinion shall cite the applicable provision and the Trustee shall be under a duty to examine the same and to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture.
(b) In case an So long as any Event of Default has occurred and is continuing or Event of which a Responsible Officer of the Trustee has actual knowledgeServicing Termination exists, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and shall 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 such person’s his or her own affairs, and nothing contained herein shall relieve the Trustee of such obligations.
(c) 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 misconductmisconduct or bad faith (as determined by a court of competent jurisdiction), except that:
(i) this paragraph subsection (c) shall not be construed to limit the effect of paragraph subsection (a) of this Section 6.01Section;
(ii) neither the Trustee shall not be liable for any action taken, or errors of judgment made, in good faith by it or nor any of its officers, directors, employees or agents, unless it agents 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 the Trustee in good faith in accordance with the written direction of (A) given pursuant to this Indenture or (B) by the Holders of a majority Control Party in principal amount of the Outstanding Securities accordance with Section 6.14 relating to the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and;
(iviii) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability (financial liability or otherwise) 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 is not assured to it without an indemnity reasonably satisfactory to it in its sole discretion against such risk or liability is liability; and
(iv) the Trustee shall not reasonably assured to itbe liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be conclusively proven by a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts.
(d) 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 be subject to the provisions of this Section 6.017.01.
(e) For all purposes under this Indenture, the Trustee shall not be deemed to have notice of any Default, Event of Default (except as described in Section 6.01(a) or (b)) or Event of Servicing Termination unless a Responsible Officer assigned to and working in the Trustee’s Corporate Trust Office has actual knowledge or has received written notice (at the address and in the manner specified in Section 14.03) of any such event, and such notice references (i) the Notes generally, the Issuer or this Indenture or (ii) the applicable Default, Event of Default or Event of Servicing Termination.
(f) Subject to Section 7.03(e), the Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder if it has reasonable grounds for believing that repayment of any funds expended or risked by it is not assured to it without an indemnity reasonably satisfactory to it against such risk or liability, until such indemnity shall have been provided.
(g) Notwithstanding any extinguishment of all right, title and interest of the Issuer in and to the Collateral following an Event of Default and a consequent declaration of acceleration of the maturity of the Notes, whether such extinguishment occurs through a Sale of the Collateral to another person or the acquisition of the Collateral by the Trustee or the Noteholders, the rights of the Noteholders shall continue to be governed by the terms of this Indenture.
(h) Notwithstanding anything to the contrary contained herein, the provisions of subsections (e) through (g), inclusive, of this Section 7.01 shall be subject to the provisions of subsections (a) through (c), inclusive, of this Section 7.01.
(i) At all times during the term of this Indenture, the Trustee and the Custodian shall keep at their Corporate Trust Office for inspection by the Noteholders, the Contract Schedule and all amendments thereto delivered to it.
(j) The Trustee shall have no obligation to ascertain whether any payment of interest on an overdue installment of interest is legally enforceable.
Appears in 1 contract
Certain Duties and Responsibilities. (a) If 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 its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.
(b) Except during the continuance of an Event of Default,:
(i1) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesno others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; , and
(ii2) 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. However, the Trustee shall be under a duty to examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i1) this paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section 6.01Section;
(ii2) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;
(iii3) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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 IndentureSection 512 hereof; and
(iv4) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating that in any way relates to the conduct or affecting the Trustee is subject to paragraphs (a), (b), and (c) of this Section. All indemnifications and releases from liability of or affording protection granted hereunder to the Trustee shall be subject extend to the provisions of this Section 6.01its officers, directors, employees, agents, successors and assigns and to it in its roles hereunder as Paying Agent, Tender Agent, Authenticating Agent and Securities Registrar.
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Certain Duties and Responsibilities. (a) If 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 its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.
(b) Except during the continuance of an Event of Default,:
(i1) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such dutiesno others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; , and
(ii2) 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. However, the Trustee shall be under a duty to examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i1) this paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section 6.01Section;
(ii2) the Trustee shall not be liable for any action taken, or errors error of judgment made, made in good faith by it or any of its officers, employees or agentsa Responsible Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;
(iii3) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in principal amount of the Outstanding Securities relating received by it pursuant 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 IndentureSection 512 hereof; and
(iv4) 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 adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b), and (c) of this Section 6.01Section.
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Certain Duties and Responsibilities. (a) Except during Each of the continuance of an Event of Default,
(i) the Purchase Contract Agent and Trustee undertakes to perform perform, with respect to the Units and Purchase Contracts, such duties and only such duties as are specifically delegated to it and expressly set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) 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 any mathematical calculations or other facts stated therein)Agreement.
(b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, 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 such person’s own affairs.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(i) the duties and obligations of the Purchase Contract Agent with respect to the Purchase Contracts shall be determined solely by the express provisions of this paragraph (c) Agreement, and the Purchase Contract Agent shall not be construed to limit liable except for the effect performance of paragraph (a) of such duties and obligations as are specifically set forth in this Section 6.01Agreement, and no implied covenants or obligations shall be read into this Agreement against the Purchase Contract Agent or the Trustee;
(ii) in the Trustee absence of bad faith on the part of the Purchase Contract Agent and/or the Trustee, as applicable, the Purchase Contract Agent and/or the Trustee, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Purchase Contract Agent and/or the Trustee, as applicable, and conforming to the requirements of this Agreement; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent and/or the Trustee, the Purchase Contract Agent and/or the Trustee, as applicable, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement;
(iii) the Purchase Contract Agent and/or the Trustee, as applicable, shall not be liable for any action taken, or errors error of judgment made, made in good faith by it a Responsible Officer or any Responsible Officers of its officersthe Purchase Contract Agent and/or the Trustee, employees or agentsas applicable, unless it shall be proved that the Trustee Purchase Contract Agent was negligent in ascertaining the pertinent facts;; and
(iiiiv) the Trustee Purchase Contract Agent and/or the Trustee, as applicable, 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 a majority in principal amount of the Outstanding Securities pursuant to Section 7.08 relating to the time, method and place of conducting any proceeding for any remedy available to the Purchase Contract Agent and/or the Trustee, as applicable, or exercising any trust right or power conferred upon the Purchase Contract Agent and/or the Trustee, as applicable, under this Indenture; andAgreement.
(ivc) no provision This Agreement shall not be deemed to create a fiduciary relationship under state or federal law between Wilmington Trust, National Association, in its capacity as the Purchase Contract Agent, and any Holder of any Equity-Linked Security or between Wilmington Trust, National Association, in its capacity as Trustee under the Indenture, and any Holder of any Purchase Contract (whether separated or as part of a Unit). Nothing herein shall be deemed to govern or effect the Trustee’s rights, duties, responsibilities, benefits, protections, indemnities or immunities with respect to the Notes, which shall be governed by the Indenture. None of the provisions contained in this Indenture Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds ground for believing that the repayment of such funds or adequate indemnity satisfactory to it in its sole discretion against such risk or liability is not reasonably assured to it.
(d) 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 be subject to the provisions of this Section 6.01.
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Samples: Purchase Contract Agreement (Genesee & Wyoming Inc)
