Duties and Responsibilities of Trustee. The Trustee, except during the continuance of an Event of Default of a particular series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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: (a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred: (1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 14 contracts
Samples: Indenture (Aon Global Holdings PLC), Indenture (Aon PLC), Indenture (Aon PLC)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in . In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.
(b) In case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall exercise with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(c) No provisions 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:
(but need 1) prior to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect to such series which may have occurred, the duties and obligations of the Trustee with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not confirm be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or investigate obligations shall be read into this Indenture against the accuracy of mathematical calculations or other facts stated therein)Trustee;
(b2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersResponsible Officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of Securities pursuant to Section 6.06 6.12 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. 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. .
(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there it shall be have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 10 contracts
Samples: Subordinated Indenture (NewAmsterdam Pharma Co N.V.), Senior Indenture (NewAmsterdam Pharma Co N.V.), Senior Indenture (Summit Financial Group, Inc.)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiver of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his its own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1i) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this IndentureIndenture and the Trust Indenture Act, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture and the Trust Indenture Act against the Trustee; and
(2ii) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but 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 mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 10 contracts
Samples: Senior Indenture (Healthcare Realty Holdings, L.P.), Subordinated Indenture (Healthcare Realty Holdings, L.P.), Indenture (Healthcare Trust of America Holdings, LP)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in . In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture.
(b) In case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall exercise with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(c) No provisions 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:
(but need 1) prior to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect to such series which may have occurred, the duties and obligations of the Trustee with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not confirm be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or investigate obligations shall be read into this Indenture against the accuracy of mathematical calculations or other facts stated therein)Trustee;
(b2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of Securities pursuant to Section 6.06 6.12 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. 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. .
(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there it shall be have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 9 contracts
Samples: Subordinated Indenture (Flushing Financial Corp), Subordinated Indenture (Flushing Financial Corp), Subordinated Indenture (Hanmi Financial Corp)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiver of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Supplemental Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Supplemental Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his its own affairs. No provision of this Supplemental Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1i) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this IndentureSupplemental Indenture and the Trust Indenture Act, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Supplemental Indenture and no implied covenants or obligations shall be read into this Supplemental Indenture and the Trust Indenture Act against the Trustee; and
(2ii) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Supplemental 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 mathematical calculations or other facts stated therein)Supplemental Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 6 contracts
Samples: Supplemental Indenture, Supplemental Indenture, Supplemental Indenture (Healthcare Trust of America Holdings, LP)
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to Securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred, with respect to Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such Securities of a series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 5 contracts
Samples: Indenture (Countrywide Financial Corp), Indenture (Bank of America Corp /De/), Indenture (Bank of America Corp /De/)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiver of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Supplemental Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Supplemental Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his its own affairs. No provision of this Supplemental Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1i) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this IndentureSupplemental Indenture and the Trust Indenture Act, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Supplemental Indenture and no implied covenants or obligations shall be read into this Supplemental Indenture and the Trust Indenture Act against the Trustee; and
(2ii) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Supplemental 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 mathematical calculations or other facts stated therein)Supplemental Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders of Securities pursuant to not less than a majority in principal amount of the Notes at the time outstanding determined as provided in Section 6.06 8.04 hereof 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 Supplemental Indenture. Whether ;
(d) whether or not therein expressly so provided, every provision of this Supplemental Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this SectionSection 8.04;
(e) 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 Issuer or any Paying Agent (other than the Trustee) or any records maintained by any co-registrar (other than the Trustee) with respect to the Notes;
(f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Supplemental 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 unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Trustee has otherwise received written notice thereof; and
(g) the Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Trustee shall have been notified in writing of such Event of Default by the Issuer or a Holder of Notes. No provision None of the provisions contained in this Supplemental Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Except as explicitly specified otherwise herein, Issuer will be responsible for making all calculations required under this Supplemental Indenture and the Notes. Issuer will make such calculations in good faith and, absent manifest error, Issuer’s calculations will be final and binding on Holders of the Notes. Issuer will provide a schedule of its calculations to the Trustee, and the Trustee is entitled to rely upon the accuracy of Issuer’s calculations without independent verification. The Trustee will forward Issuer’s calculations to any Holder of the Notes upon request.
Appears in 5 contracts
Samples: Supplemental Indenture, Supplemental Indenture (Healthcare Realty Holdings, L.P.), Supplemental Indenture (Healthcare Realty Holdings, L.P.)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case If an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. .
(b) No provision provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a1) prior to the occurrence of an any Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1A) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2B) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer responsible officer or officersofficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c3) 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 Securities pursuant to Section 6.06 7.7 hereof relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 5 contracts
Samples: Indenture (Northern States Power Co /Mn/), Indenture (Northern States Power Co /Mn/), Indenture (Northern States Power Co /Wi/)
Duties and Responsibilities of Trustee. The In addition to the provisions of Article 7 of the Base Indenture, the Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiver of a particular seriesall Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this the Indenture. In case an Event of Default with respect to a particular series has occurred (which that has not been cured or waived), waived the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this the Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs. .
(a) No provision of this the Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(ai) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which that may have occurred:
(1) , the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this the Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, the Indenture and no implied covenants or obligations shall be read into this the Indenture against the Trustee; and
(2ii) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this the Indenture; but but, in the case of any such certificates or opinions which that 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 the Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein);
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 6.06 2.09 of the Base 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 the Indenture. Whether ;
(d) whether or not therein expressly so provided, every provision of this the Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this Section. No provision Section and Article 7 of the Base Indenture;
(e) 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-Note Registrar with respect to the Notes;
(f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to the 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, unless such Responsible Officer of the Trustee had actual knowledge of such event;
(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; and
(h) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 6 and Article 7 of the Base Indenture shall also be construed as requiring afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer agent. None of the provisions contained in the Indenture shall require the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 4 contracts
Samples: Second Supplemental Indenture (Molycorp, Inc.), Second Supplemental Indenture (Molycorp, Inc.), First Supplemental Indenture (Cobalt International Energy, Inc.)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs. .
(b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(ai) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1A) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this IndentureIndenture and applicable law, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2B) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but 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);
(bii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(ciii) 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 written direction of the Holders of Securities pursuant to not less than a majority in principal amount of the Notes at the time outstanding determined as provided in Section 6.06 1.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether ;
(iv) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this Section;
(v) 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 Issuer or any Paying Agent or any records maintained by any co-Registrar with respect to the Notes; and
(vi) 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. No provision None of the provisions contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 3 contracts
Samples: Indenture (Amarin Corp Plc\uk), Indenture (Amarin Corp Plc\uk), Indenture (Amarin Corp Plc\uk)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), cured) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 3 contracts
Samples: Subordinated Indenture (Residential Capital Corp), Subordinated Indenture (Residential Capital Corp), Indenture (Gmac Residential Holding Corp.)
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to the Securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default with respect to a particular Securities of any series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, Indenture with respect to such series and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular the Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such the Securities of that series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions 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) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to registered holders given as provided in Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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, powers if there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 3 contracts
Samples: Indenture (Kansas City Power & Light Co), Indenture (Kansas City Power & Light Co), Indenture (Kansas City Power & Light Co)
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to Securities of that series of which a particular Responsible Officer of the Trustee has actual knowledge and after the curing or waiving of all Events of Default which may have occurred with respect to Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to Securities of a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to Securities of a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:,
(1) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersResponsible Officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.7, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 3 contracts
Samples: Indenture (Sterling Bancshares Capital Trust Ii), Indenture (Sterling Bancshares Capital Trust Ii), Indenture (Sterling Bancshares Inc)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties with respect to such series as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) Trustee and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.
(b) In case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall exercise with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(c) No provisions 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:
(but need 1) prior to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect to such series which may have occurred, the duties and obligations of the Trustee with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not confirm be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or investigate obligations shall be read into this Indenture against the accuracy of mathematical calculations or other facts stated therein)Trustee;
(b2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of Securities pursuant to Section 6.06 6.12 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. 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. .
(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there it shall be have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 3 contracts
Samples: Indenture (Citizens & Northern Corp), Indenture (Raymond James Financial Inc), Indenture (Citizens & Northern Corp)
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to Securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred, with respect to Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such Securities of a series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersof the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 2 contracts
Samples: Indenture (Countrywide Home Loans Inc), Indenture (Countrywide Home Loans Inc)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties with respect to such series as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) Trustee and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.
(b) In case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall exercise with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(c) No provisions 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:
(but need 1) prior to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect to such series which may have occurred, the duties and obligations of the Trustee with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not confirm be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or investigate obligations shall be read into this Indenture against the accuracy of mathematical calculations or other facts stated therein)Trustee;
(b2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of the Securities pursuant to Section 6.06 6.12 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. 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. .
(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there it shall be have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 2 contracts
Samples: Indenture (Biomimetic Therapeutics, Inc.), Indenture (Biomimetic Therapeutics, Inc.)
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to the Securities of a particular such series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case If an Event of Default with respect to the Securities of a particular series has occurred (which that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default with respect to such series which may have that has occurred:
(1i) the duties and obligations of the Trustees Trustee with respect to such the Securities of a series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(c) the Trustee shall not be liable with respect to any action taken taken, omitted or omitted suffered to be taken by it in good faith in accordance with the direction of the Holders holders of Securities of any series pursuant to Section 6.06 6.7, 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. Whether or not therein expressly so provided, every provision Indenture with respect to Securities of this Indenture relating to the conduct or affecting the liability such series; and
(d) none of or affording protection to the Trustee shall be subject to the provisions of this Section. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The provisions of this Section 7.1 are in furtherance of and subject to Section 315 of the Trust Indenture Act.
Appears in 2 contracts
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to Securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred, with respect to Securities of that series, 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. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such Securities of a series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersof the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 2 contracts
Samples: Indenture (Countrywide Financial Corp), Indenture (Municipal Mortgage & Equity LLC)
Duties and Responsibilities of Trustee. The With respect to the Holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to the Securities of a particular that series and after the curing of all Events of Default which may have occurred with respect to the Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee. In case an Event of Default with respect to a particular the Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, Indenture with respect to that series and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. 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:
(a) prior Prior to the occurrence of an Event of Default with respect to the Securities of a particular series series, and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties occurred and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but 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. No provision of this Indenture (but need not confirm shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or investigate the accuracy of mathematical calculations or other facts stated therein);its own willful misconduct, except that:
(ba) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(cb) 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 Securities pursuant to Section 6.06 7.07 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 Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it has reasonable ground for believing that the 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSection 8.01.
Appears in 2 contracts
Samples: Indenture (Lyondell Petrochemical Co), Indenture (Equistar Funding Corp)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), cured) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it it, by this Indenture, and use the same degree of care and skill in their its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which that may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer responsible officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place 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. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 2 contracts
Samples: Indenture (Visteon Corp), Subordinated Indenture (Visteon Corp)
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred, with respect to securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such Securities of a series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 2 contracts
Samples: Indenture (Citicorp), Indenture (Citicorp)
Duties and Responsibilities of Trustee. The With respect to the Holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to the Securities of a particular that series and after the curing of all Events of Default which may have occurred with respect to the Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee. In case an Event of Default with respect to a particular the Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, Indenture with respect to that series and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. 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:
(a) prior Prior to the occurrence of an Event of Default with respect to the Securities of a particular series series, and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties occurred and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but 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. No provision of this Indenture (but need not confirm shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or investigate the accuracy of mathematical calculations or other facts stated therein);its own willful misconduct, except that:
(ba) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; , and
(cb) 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 Securities pursuant to Section 6.06 7.07 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 Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it has reasonable ground for believing that the 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSection 8.01.
Appears in 2 contracts
Samples: Indenture (Lyondell Chemical Co), Indenture (Betzdearborn Inc)
Duties and Responsibilities of Trustee. The With respect to any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to Securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred with respect to Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture with respect to such series. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such the Securities of a series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates certifi- xxxxx 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 specific- ally required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 2 contracts
Samples: Indenture (Masco Corp /De/), Indenture (Masco Corp /De/)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of a Default or an Event of Default of with respect to a particular seriesseries of Notes and after the curing of all Defaults or Events or Default with respect to such series which may have occurred, undertakes to perform such duties and only such duties with respect to such series as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) Trustee and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions 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.
(b) In case a Default or an Event of Default with respect to a particular series of Notes has occurred (which has not been cured), the Trustee shall exercise with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(c) No provisions 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:
(but need i) this Section 7.01 (c) shall not confirm or investigate be construed to limit the accuracy effect of mathematical calculations or other facts stated thereinSection 7.01 (a);
(bii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(ciii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of Securities Notes Outstanding pursuant to Section 6.06 6.12 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. 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. .
(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.or
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to the Securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default with respect to a particular Securities of any series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, Indenture with respect to such series and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular the Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such the Securities of that series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer responsible officer or officersofficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to registered holders given as provided in Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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, powers if there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Consolidated Edison Inc)
Duties and Responsibilities of Trustee. The With respect to the holders of the Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiving of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.7, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Safeco Corp)
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an any Event of Default with respect to the Securities of a particular such series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Subordinated Debt Indenture. In case an Event of Default or a Covenant Event with respect to the Securities of a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this IndentureSubordinated Debt Indenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Subordinated Debt Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such series the Securities shall be determined solely by the express provisions of this Subordinated Debt Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Subordinated Debt Indenture, and no implied covenants or obligations shall be read into this Subordinated Debt Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Subordinated Debt Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Subordinated Debt Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken taken, omitted or omitted suffered to be taken by it in good faith in accordance with the direction of the Holders holders of Securities of any series pursuant to Section 6.06 6.07 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 IndentureSubordinated Debt Indenture with respect to such Securities. Whether or not therein expressly so provided, every provision None 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. No provision of this Subordinated Debt Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The provisions of this Section 7.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.
Appears in 1 contract
Samples: Subordinated Debt Indenture (General Electric Capital Corp)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs. .
(b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(ai) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1A) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this IndentureIndenture and applicable law, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2B) in the absence of bad faith or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but 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);
(bii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(ciii) 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 written direction of the Requisite Holders of Securities pursuant to at the time outstanding determined as provided in Section 6.06 1.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether ;
(iv) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this Section;
(v) 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
(c) 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. No provision None of the provisions contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the holders of the Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiving of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1i) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.examine
Appears in 1 contract
Samples: Indenture (Orion Capital Trust I)
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred, with respect to securities of that series, undertakes to perform such duties and only such duties as are specifically specifi- cally set forth in this Indenture. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:oc curred
(1) the duties and obligations of the Trustees Trustee with respect to such Securities of a series shall be determined solely by the express provisions provi- sions of this Indenture, and the Trustee shall not be liable except for the performance perfor- mance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, 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 con ferred upon the Trustee, under this Indenture. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Nb Capital Trust I)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default with respect to the Securities of a particular seriesseries and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, undertakes shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a particular series has occurred (which that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs. .
(b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(ai) prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all such Events of Default with respect to such that series which that may have occurred:
(1A) the duties and obligations of the Trustees Trustee shall with respect to the Securities of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions 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 (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(bii) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible Officer or officersResponsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(ciii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of not less than a majority in principal amount of the Securities pursuant to Section 6.06 of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Indenture. Whether or not therein expressly so provided, every provision of this Indenture relating with respect to the conduct or affecting the liability Securities of or affording protection to the Trustee shall be subject to that series;
(iv) none of the provisions of this Section. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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, powers if there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it;
(v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder;
(vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and
(vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.
Appears in 1 contract
Samples: Indenture (XCel Brands, Inc.)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), cured) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
: 45 38 (a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
: (1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);
Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer responsible officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
and (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Trinova Corp)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties with respect to such series as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) Trustee and in the absence of bad faith willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein nor shall the Trustee have any responsibility or liability for any information set forth therein).
(b) In case an Event of Default with respect to a particular series has occurred (which has not been cured) of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall exercise with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(1) prior to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect to such series which may have occurred, the duties and obligations of the Trustee with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee;
(b2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of Securities pursuant to Section 6.06 6.12 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. 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. .
(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there it shall be have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Chemours Co)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this IndentureIndenture and the Trust Indenture Act, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture and the Trust Indenture Act against the Trustee; and
(2) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but 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 mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders holders of Securities pursuant to not less than a majority in principal amount of the Notes at the time outstanding determined as provided in Section 6.06 9.4 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether ;
(d) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this SectionSection ;
(e) 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
(f) 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. No provision None of the provisions contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiver of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his its own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1i) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this IndentureIndenture and the Trust Indenture Act, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture and the Trust Indenture Act against the Trustee; and
(2ii) in the absence of gross negligence, bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but 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 mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and;
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders of Securities pursuant to not less than a majority in principal amount of the Notes at the time outstanding determined as provided in Section 6.06 8.04 hereof 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. Whether ;
(d) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this SectionSection 7.01;
(e) 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 Issuer or any Paying Agent (other than the Trustee) or any records maintained by any co-registrar (other than the Trustee) with respect to the Notes;
(f) 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; and
(g) the Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless a Responsible Officer of the Trustee has been notified in writing of such Event of Default by the Issuer or a Holder of Notes. No provision None of the provisions contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Except as explicitly specified otherwise herein, the Issuer will be responsible for making all calculations required under this Indenture and the Notes. The Issuer will make such calculations in good faith and, absent manifest error, the Issuer's calculations will be final and binding on Holders of the Notes. The Issuer will provide a schedule of its calculations to the Trustee, and the Trustee is entitled to rely upon the accuracy of the Issuer's calculations without independent verification. The Trustee will forward the Issuer's calculations to any Holder of the Notes upon request.
Appears in 1 contract
Samples: Indenture (Lexington Realty Trust)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of a Default or an Event of Default of with respect to a particular seriesseries of Notes and after the curing of all Defaults or Events or Default with respect to such series which may have occurred, undertakes to perform such duties and only such duties with respect to such series as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) Trustee and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions 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.
(b) In case a Default or an Event of Default with respect to a particular series of Notes has occurred (which has not been cured), the Trustee shall exercise with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(c) No provisions 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:
(but need i) this Section 7.01 (c) shall not confirm or investigate be construed to limit the accuracy effect of mathematical calculations or other facts stated thereinSection 7.01 (a);
(bii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(ciii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of Securities Notes Outstanding pursuant to Section 6.06 6.12 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. 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. .
(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there it shall be have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Duties and Responsibilities of Trustee. The Trustee, except (a) Except during the continuance of an Event of Default of a particular series, Default:
(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(c) Except as specifically set forth in Section 3.14 herein, 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
(but need i) this subsection shall not confirm or investigate be construed to limit the accuracy effect of mathematical calculations or other facts stated therein)subsection (a) of this Section 8.1;
(bii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(ciii) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of Securities not less than a majority or, in the case of any direction delivered pursuant to Section 6.06 7.2, 25% in principal amount of the Notes at the time outstanding (determined as provided in Section 9.3, 9.4 or 9.5) 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 contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if the Trustee reasonably believes that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(d) The Trustee shall not be required to take notice or to be deemed to have notice of any Default or Event of Default hereunder except (i) upon the failure by the Company to pay (or cause to be paid) any payments to be made to the Trustee required to be made to the Trustee pursuant to the provisions of this Indenture and (ii) if the Trustee is serving as Paying Agent, upon the failure by the Company to pay (or cause to be paid) any payments to be made to the Paying Agent required to be made to the Paying Agent pursuant to the terms of this Indenture, unless the Trustee is specifically notified in writing of such Default or Event of Default by the Company or the Holders of at least 25% in aggregate principal amount of outstanding Notes.
(e) 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. No provision Section and, upon qualification of this Indenture shall be construed as requiring under the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in Trust Indenture Act, the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itTrust Indenture Act.
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the Securities of any particular series the Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically specificallv set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), ) with respect to the Securities of any particular series the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to a the Securities of any particular series and after the curing or waiving of all Events of Default with respect to such the Securities of any particular series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to the Securities of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of not less than a majority in principal amount of the Securities pursuant to of any particular series at the time outstanding determined as provided in Section 6.06 9.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the Securities of any particular series the Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), ) with respect to the Securities of any particular series the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except wilful misconduct expect that:
(a) prior to the occurrence of an Event of Default with respect to a the Securities of any particular series and after the curing or waiving of all Events of Default with respect to such the Securities of any particular series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to the Securities of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of not less than a majority in principal amount of the Securities pursuant to of any particular series at the time outstanding determined as provided in Section 6.06 9.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default of which a responsible officer has knowledge with respect to Notes of a particular seriesseries and after the curing of all Events of Default with respect to Notes of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to Notes of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to Notes of such series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to Notes of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer responsible officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of Securities Notes pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. ; and
(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it 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.
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred, with respect to securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture or any supplemental indenture with respect to such series. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived)) of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this IndentureIndenture or any supplemental indenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such Securities of a series shall be determined solely by the express provisions of this IndentureIndenture or any 38 supplemental indenture with respect to such series, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this IndentureIndenture or any supplemental indenture with respect to such series, and no implied covenants or obligations shall be read into this Indenture or any supplemental indenture with respect to such series against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Interpool Inc)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in . In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this IndentureIndenture without independent verification, investigation or inquiry of any kind; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);Indenture.
(b) In case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall not be liable for any error exercise with respect to such series such of judgment made the rights and powers vested in good faith it by this Indenture, and use the same degree of care and skill in their exercise, as a Responsible Officer prudent man would exercise or officers, unless it shall be proved that use under the Trustee was negligent circumstances in ascertaining the pertinent facts; andconduct of his own affairs.
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection hereof that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a) and (b) of this Section. Section 7.01 and to Section 7.02.
(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there it shall be have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) The Trustee will 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: Subordinated Indenture (Amalgamated Financial Corp.)
Duties and Responsibilities of Trustee. The Trustee, except during the continuance of an Event of Default of a particular series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1i) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Aon PLC)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of a Default or an Event of Default of with respect to a particular seriesseries of Notes and after the curing of all Defaults or Events or Default with respect to such series which may have occurred, undertakes to perform such duties and only such duties with respect to such series as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) Trustee and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions 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.
(b) In case a Default or an Event of Default with respect to a particular series of Notes has occurred (which has not been cured), the Trustee shall exercise with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(c) No provisions 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:
(but need i) this Section 7.01 (c) shall not confirm or investigate be construed to limit the accuracy effect of mathematical calculations or other facts stated thereinSection 7.01 (a);
(bii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(ciii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of Securities Notes Outstanding pursuant to Section 6.06 6.12 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. 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. .
(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or 38 45 powers, if there it shall be have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the holders of the Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiving of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, 41 50 its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of 42 51 this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred, with respect to securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person's own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1i) the duties and obligations of the Trustees Trustee with respect to such Securities of a series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.specifically
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the holders of the Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiving of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.5, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Safeco Corp)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiver of a particular seriesall Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case the event an Event of Default with respect to a particular series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which that may have occurred:
(1i) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith faith, gross negligence and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which that 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) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and;
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 not less than a majority of the aggregate principal amount of the Notes at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether ;
(d) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this SectionSection 7.01;
(e) 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 (other than the Trustee) or any records maintained by any co-Note Registrar with respect to the Notes;
(f) 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, unless a Responsible Officer of the Trustee had actual knowledge of such event;
(g) in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; and
(h) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer agent hereunder, the rights, privileges, immunities, benefits and protections, including without limitation its right to be compensated, reimbursed, and indemnified, afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer agent. No provision None of the provisions contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there . The Trustee shall not be reasonable grounds for believing that repayment required to give any bond or surety in respect of such funds the performance of its powers or adequate indemnity against such risk or liability is not reasonably assured to itduties hereunder.
Appears in 1 contract
Samples: Indenture (Meritor Inc)
Duties and Responsibilities of Trustee. The Trustee, except during the continuance of an Event of Default of a particular series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waivedcured), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer responsible officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Aon Corp)
Duties and Responsibilities of Trustee. The With respect to the Holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to the Securities of that series and after the curing of a particular Events of Default which may have occurred with respect to the Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee. In case an Event of Default with respect to a particular the Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, Indenture with respect to that series and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. 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:
(a) prior Prior to the occurrence of an Event of Default with respect to the Securities of a particular series series, and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties occurred and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but 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. No provision of this Indenture (but need not confirm shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or investigate the accuracy of mathematical calculations or other facts stated therein);its own willful misconduct, except that
(ba) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; , and
(cb) 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 Securities pursuant to Section 6.06 7.07 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 Indenture. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be it has reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.. 53 45
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the Holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to the Securities of a particular that series and after the curing of all Events of Default which may have occurred with respect to the Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and no implied covenants or obligations with respect to such series shall be read 52 44 into this Indenture against the Trustee. In case an Event of Default with respect to a particular the Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, Indenture with respect to that series and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. 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:
(a) prior Prior to the occurrence of an Event of Default with respect to the Securities of a particular series series, and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties occurred and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but 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. No provision of this Indenture (but need not confirm shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or investigate the accuracy of mathematical calculations or other facts stated therein);its own willful misconduct, except that
(ba) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; , and
(cb) 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 Securities pursuant to Section 6.06 7.07 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 Indenture. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be it has reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiver of a particular seriesall Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case the event an Event of Default with respect has occurred, is continuing and is known to a particular series has occurred (which has not been cured or waived)Responsible Officer, the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their its exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which that may have occurred:
(1i) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which that 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) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersResponsible Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and;
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to not less than a majority of the aggregate principal amount of the Notes at the time Outstanding determined as provided in Section 6.06 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether ;
(d) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this Section;
(e) 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-Note Registrar with respect to the Notes;
(f) 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, unless such Responsible Officer of the Trustee had actual knowledge of such event;
(g) in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses, fees, taxes or other costs incurred with respect thereto or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; and
(h) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7, including its right to be compensated, reimbursed, and indemnified, shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent. No provision None of the provisions contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there . The Trustee shall not be reasonable grounds for believing that repayment required to give any bond or surety in respect of such funds the performance of its powers or adequate indemnity against such risk or liability is not reasonably assured to itduties hereunder.
Appears in 1 contract
Samples: Indenture (Pacira BioSciences, Inc.)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in . In the absence of bad faith negligence or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall only be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.
(b) In case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall exercise with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(c) No provisions 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:
(but need 1) prior to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect to such series which may have occurred, the duties and obligations of the Trustee with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not confirm be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or investigate obligations shall be read into this Indenture against the accuracy of mathematical calculations or other facts stated therein)Trustee;
(b2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officers, it unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of Securities pursuant to Section 6.06 6.12 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. 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. .
(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there it shall be have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Subordinated Indenture (TriState Capital Holdings, Inc.)
Duties and Responsibilities of Trustee. The Trustee, except during the continuance of an Event of Default of a particular series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:.
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);therein);
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), cured) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1i) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer responsible officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; andand 45
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 7.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (General Motors Corp)
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issues hereunder, the Trustee, except during prior to the continuance occurrence of an any Event of Default with respect to the Securities of a particular such series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Subordinated Debt Indenture. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this IndentureSubordinated Debt Indenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Subordinated Debt Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such series the Securities shall be determined solely by the express provisions of this Subordinated Debt Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Subordinated Debt Indenture, and no implied covenants or obligations shall be read into this Subordinated Debt Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Subordinated Debt Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Subordinated Debt Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken taken, omitted or omitted suffered to be taken by it in good faith in accordance with the direction of the Holders holders of Securities of any series pursuant to Section 6.06 6.07 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 IndentureSubordinated Debt Indenture with respect to such Securities. Whether or not therein expressly so provided, every provision None 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. No provision of this Subordinated Debt Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The provisions of this Section 7.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.
Appears in 1 contract
Samples: Subordinated Debt Indenture (General Electric Capital Corp)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs. .
(b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(ai) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1A) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this IndentureIndenture and applicable law, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2B) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but 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);
(bii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(ciii) 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 written direction of the Holders of Securities pursuant to not less than a majority in principal amount of the Notes at the time outstanding determined as provided in Section 6.06 1.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether ;
(iv) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this SectionSection 11.01;
(v) 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 Issuer or any Paying Agent or any records maintained by any co-Registrar with respect to the Notes; and
(vi) 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. No provision None of the provisions contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Jazz Pharmaceuticals PLC)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), cured) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be he liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer responsible officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining accertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Aeroquip-Vickers Inc)
Duties and Responsibilities of Trustee. The With respect to any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to Securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred with respect to Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture with respect to such series. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such the Securities of a series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or certifi- catex xx 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 specific- 50 ally required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 7.07, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Masco Corp /De/)
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Debt Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to Debt Securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred, with 31 39 respect to Debt Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Debt Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to Debt Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to Debt Securities of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; , and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds is ground for believing that the repayment of such funds or adequate liability is not assured to it under the terms of this Indenture or indemnity satisfactory to the Trustee against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Summit Capital Trust I)
Duties and Responsibilities of Trustee. The Trustee, except (a) Except during the continuance of an Event of Default of a particular series, Default:
(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(c) Except as specifically set forth in Section 3.14 herein, 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
(but need i) this subsection shall not confirm or investigate be construed to limit the accuracy effect of mathematical calculations or other facts stated therein)subsection (a) of this Section 8.1;
(bii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer responsible officer or officersofficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(ciii) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of Securities not less than a majority or, in the case of any direction delivered pursuant to Section 6.06 7.2, 25% in principal amount of the Notes at the time outstanding (determined as provided in Section 9.3, 9.4 or 9.5) 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 contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if the Trustee reasonably believes that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(d) The Trustee shall not be required to take notice or to be deemed to have notice of any Default or Event of Default hereunder except (i) upon the failure by the Company to pay (or cause to be paid) any payments to be made to the Trustee required to be made to the Trustee pursuant to the provisions of this Indenture and (ii) if the Trustee is serving as Paying Agent, upon the failure by the Company to pay (or cause to be paid) any payments to be made to the Paying Agent required to be made to the Paying Agent pursuant to the terms of this Indenture, unless the Trustee is specifically notified in writing of such Default or Event of Default by the Company or the Holders of at least 25% in aggregate principal amount of outstanding Notes.
(e) 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. No provision Section and, upon qualification of this Indenture shall be construed as requiring under the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in Trust Indenture Act, the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itTrust Indenture Act.
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the Holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to the Securities of a particular that series and after the curing of all Events of Default which may have occurred with respect to the Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee. In case an Event of Default with respect to a particular the Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, Indenture with respect to that series and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. 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:
(a) prior Prior to the occurrence of an Event of Default with respect to the Securities of a particular series series, and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties occurred and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of or 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 mathematical calculations or other facts stated therein);
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring to relieve the Trustee to expend or risk from liability for its own funds negligent action, its own negligent failure to act or otherwise to incur any personal financial liability in the performance of any of its duties hereunderown willful misconduct, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.except that:
Appears in 1 contract
Samples: Indenture (Equistar Funding Corp)
Duties and Responsibilities of Trustee. (a) The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing of a particular seriesall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs. .
(b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(ai) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1A) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this IndentureIndenture and applicable law, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2B) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but 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);
(bii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(ciii) 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 written direction of the Holders of Securities pursuant to not less than a majority in principal amount of the Notes at the time outstanding determined as provided in Section 6.06 1.05 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 Indenture. Whether ;
(iv) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this SectionSection 11.01;
(v) 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 Issuer or any Paying Agent or any records maintained by any co-Registrar with respect to the Notes; and
(vi) 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. No provision None of the provisions contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Horizon Pharma PLC)
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred, with respect to securities of that series, undertakes under takes to perform such duties and only such duties as are specifically specifi cally set forth in this Indenture. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:oc curred
(1) the duties and obligations of the Trustees Trustee with respect to such Securities of a series shall be determined solely by the express provisions provi sions of this Indenture, and the Trustee shall not be liable except for the performance perfor xxxxx of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically specifical ly required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Inden ture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Offi cer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining ascer taining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, relating to the time, method and place of conducting conduct ing any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred con ferred upon the Trustee, under this Indenture. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Nb Capital Trust I)
Duties and Responsibilities of Trustee. The With regard to the holders of any series of Debt Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an any Event of Default with respect to the Debt Securities of such series or non-compliance with a particular covenant or other agreement with respect to the Debt Securities of such series with respect to which the Trustee shall have been given notice of such non-compliance by the holders of at least twenty-five percent in aggregate principal amount of the Debt Securities of such series at the time Outstanding, and after the curing or waiving of all Events of Default and such non-compliances which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Debt Securities of a particular series has occurred (which has not been cured or waived) or a non-compliance with a covenant or other agreement with respect to the Debt Securities of a series has occurred (which has not been cured or waived), with respect to which non-compliance the Trustee shall have been given notice by the holders of at least twenty-five percent in aggregate principal amount of the Debt Securities of such series at the time Outstanding, the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to the Debt Securities of a particular series or non-compliance with a covenant or other agreement with respect to the Debt Securities of a series, with respect to which non-compliance the Trustee shall have been given notice by the holders of at least twenty-five percent in aggregate principal amount of the Debt Securities of such series at the time Outstanding, and after the curing or waiving of all Events of Default and such non-compliances with respect to such series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such series the Debt Securities shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken taken, omitted or omitted suffered to be taken by it in good faith in accordance with the direction of the Holders holders of Debt Securities of any series pursuant to Section 6.06 6.07 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 Debt Securities. Whether or not therein expressly so provided, every provision None 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The provisions of this Section 7.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.
Appears in 1 contract
Samples: Indenture for Subordinated Debentures (General Electric Capital Corp)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default of a particular seriesseries and after the curing of all Events of Default of such series that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured or waived), cured) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it it, by this Indenture, and use the same degree of care and skill in their its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which that may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer responsible officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Debt Securities pursuant to Section 6.06 relating to the time, method and place 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. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to the Securities of a particular such series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:
(1i) the duties and obligations of the Trustees Trustee with respect to such the Securities of a series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(c) the Trustee shall not be liable with respect to any action taken taken, omitted or omitted suffered to be taken by it in good faith in accordance with the direction of the Holders holders of Securities of any series pursuant to Section 6.06 6.07 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether Indenture with respect to Securities of such series;
(d) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting of, the liability of or affording protection to the Trustee for any series of Securities shall be subject to the provisions of this SectionSection 7.01;
(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; and
(f) money held in trust by the Trustee need not be segregated from other funds except as required by law. No provision None of the provisions of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The provisions of this Section 7.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.
Appears in 1 contract
Samples: Indenture (Hecla Mining Co/De/)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiver of a particular seriesall Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case the event an Event of Default with respect has occurred, is continuing and is known to a particular series has occurred (which has not been cured or waived)Responsible Officer, the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their its exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs. 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:
(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing or waiving of all Events of Default with respect to such series which that may have occurred:
(1i) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which that 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) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersResponsible Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and;
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 6.06 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether ;
(d) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this Section;
(e) 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-Note Registrar with respect to the Notes;
(f) 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, unless such Responsible Officer of the Trustee had actual knowledge of such event;
(g) in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses, fees, taxes or other costs incurred with respect thereto or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; and
(h) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent. No provision None of the provisions contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there . The Trustee shall not be reasonable grounds for believing that repayment required to give any bond or surety in respect of such funds the performance of its powers or adequate indemnity against such risk or liability is not reasonably assured to itduties hereunder.
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the Securities of any particular series the Trustee, except during prior to the continuance occurrence of an Event of Default or Default and after the curing of a particular all Events of Default and Defaults which may have occurred, in each case, with respect to the Securities of such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to or a particular series Default has occurred (which has not been cured or waived), the Trustee shall exercise ) with respect to the Securities of that any particular series the Trustee 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 man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default or a Default with respect to a the Securities of any particular series and after the curing or waiving of all Events of Default or Defaults with respect to such the Securities of any particular series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to the Securities of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of not less than a majority in principal amount of the Securities pursuant to of any particular series at the time outstanding determined as provided in Section 6.06 9.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Duties and Responsibilities of Trustee. The Trustee, except during prior to the continuance occurrence of an Event of Default and after the curing or waiver of a particular seriesall Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this the Indenture. In case the event an Event of Default with respect to a particular series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this the Indenture, and use the same degree of care and skill in their its exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs. No provision of this the 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:
(a1) prior to the time when the occurrence of an Event of Default with respect becomes known to a particular series Responsible Officer of the Trustee and after the curing or waiving of all Events of Default with respect to such series which that may have occurred:
(1a) the duties and obligations of the Trustees with respect to such series Trustee shall be determined solely by the express provisions of this the Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, the Indenture and no implied covenants or obligations shall be read into this the Indenture against the Trustee; and
(2b) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this the Indenture; but but, in the case of any such certificates or opinions which that 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 the Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein);
(b2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersof the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and;
(c3) 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 Securities pursuant to not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 6.06 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this the Indenture. Whether ;
(4) whether or not therein expressly so provided, every provision of this the 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 7.01;
(5) the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes;
(6) if any party fails to deliver a notice relating to an event the fact of which, pursuant to the Indenture, requires notice to be sent to the Trustee, excluding any Default in the payment of principal (the Fundamental Change Purchase Price, if applicable) of, or interest on, the Notes, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event;
(7) all cash received by the Trustee shall be placed in a non-interest bearing trust account;
(8) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 (including the right to be indemnified) shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer agent; and
(9) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders pursuant to the Indenture, unless such Holders shall have offered to the Trustee security and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. None of the provisions contained in the Indenture shall require the Trustee to expend or risk its own funds, give any bond or surety in respect of the performance of its powers and duties hereunder, or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. Every provision in the Indenture relating to the conduct of, or affecting the liability of, or affording protection to the Trustee shall be subject to the relevant provisions of this Section. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itArticle 7.
Appears in 1 contract
Duties and Responsibilities of Trustee. The With respect to the holders of any series of Debt Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to Debt Securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred, with respect to Debt Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Debt Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to Debt Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to Debt Securities of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; , and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Leucadia Capital Trust I)
Duties and Responsibilities of Trustee. The With respect to the Securities of any particular series the Trustee, except during prior to the continuance occurrence of an Event of Default or Default and after the curing of a particular all Events of Default and Defaults which may have occurred, in each case, with respect to the Securities of such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to or a particular series Default has occurred (which has not been cured or waived), the Trustee shall exercise ) with respect to the Securities of that any particular series the Trustee 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 man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default or a Default with respect to a the Securities of any particular series and after the curing or waiving of all Events of Default or Defaults with respect to such the Securities of any particular series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to the Securities of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of not less than a majority in principal amount of the Securities pursuant to of any particular series at the time outstanding determined as provided in Section 6.06 9.04 relating to the time, method and place of conducting any 45 38 proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 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. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Duties and Responsibilities of Trustee. The With respect to any series of Securities issued hereunder, the Trustee, except during prior to the continuance occurrence of an Event of Default with respect to Securities of a particular that series and after the curing or waiving of all Events of Default which may have occurred with respect to Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture with respect to such series. In case an Event of Default with respect to the Securities of a particular series has occurred (which has not been cured or waived), ) the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default with respect to such that series which may have occurred:
(1) the duties and obligations of the Trustees Trustee with respect to such the Securities of a series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or certifi- catex xx 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 specific- ally required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or officersOfficers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders of Securities Securityholders pursuant to Section 6.06 5.07, 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. Whether or not therein expressly so provided, every provision None 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. No provision of contained in this Indenture shall be construed as requiring require the Trustee to expend or risk its own funds or otherwise to 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 there shall be is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
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Samples: Indenture (Masco Corp /De/)
